<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                 ____________

                                   FORM 10-K

(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
      For the fiscal year ended December 31, 1999
                                -----------------

                                      OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ___________ to ___________

                        Commission file number 0-14991
                                               -------

                            LIFE TECHNOLOGIES, INC.
            (Exact name of registrant as specified in its charter)

          Delaware                                          34-0431300
          (State or other jurisdiction                      (I.R.S. Employer
          of incorporation or organization)                 Identification No.)
          9800 Medical Center Drive, Rockville, MD          20850
          (Address of principal executive offices)          (Zip Code)

                                   _________

      Registrant's telephone number, including area code: (301) 610-8000
       Securities registered pursuant to Section 12(b) of the Act:  None
          Securities registered pursuant to Section 12(g) of the Act:

                         Common Stock, $.01 Par Value
                         ----------------------------
                             (Title of each class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  x   No_____
                                       -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [_]

The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 10, 2000 was $322,504,208.

The number of shares of Common Stock outstanding as of March 10, 2000 was
25,017,451.

                      Documents Incorporated By Reference

Portions of the registrant's definitive Proxy Statement for its Annual Meeting
of Stockholders to be held on May 2, 2000 are incorporated by reference in Part
III of this Report.
<PAGE>

As used herein, the terms "LTI" and the "Company" shall mean Life Technologies,
Inc. and its subsidiaries unless the context otherwise indicates and the term
"Proxy Statement" shall mean the definitive Proxy Statement for the Company's
Annual Meeting of Stockholders to be held on May 2, 2000.


                                    PART I
                                    ------

Item 1.  Business
-------  --------

                                    General
                                    -------

LTI, originally incorporated in Ohio in 1915 and reincorporated in Delaware in
1986, develops, manufactures and supplies more than 10,000 products, including
customs and specials, used in life sciences research and commercial manufacture
of genetically engineered products.  The Company's products include sera, other
cell growth media, biochemicals and enzymes and other biological products
necessary for recombinant DNA procedures.  These and related products and
services provided by the Company are used in cellular biochemistry and molecular
biology research and in the production of genetically engineered pharmaceuticals
such as interferons, interleukins and tissue plasminogen activator ("t-PA").

The Company's products are sold to more than 20,000 customers consisting of
laboratories generally associated with universities, medical research centers,
and government institutions as well as biotechnology, pharmaceutical, energy,
agricultural and chemical companies.  The Company sells its products principally
through its own direct sales organization which is supplemented by a network of
distributors.

The Company's activities are focused on the following areas:

  .  Products for Life Sciences Research

     Cell Culture Products - The Company is a leading supplier of sera and other
     cell and tissue culture media used by life sciences researchers to grow
     cells under laboratory conditions.

     Cell and Molecular Biology Products - The Company is a leading supplier of
     enzymes, nucleic acids, custom primers, reagent systems, biochemicals and
     other products used by life sciences researchers to identify, isolate and
     manipulate the metabolic processes and genetic material of living
     organisms.

  .  Products for Commercial Processes Using Genetically Engineered Cells

     The Company is a leading supplier of sera, cell culture media and reagents
     used for the commercial production of pharmaceuticals and other materials
     made by genetically engineered cells.  This use of the Company's products
     is also referred to as "industrial bioprocessing".

                                    Markets
                                    -------

The Company serves two principal markets: life sciences research and commercial
manufacture of genetically engineered products.

The life sciences research market consists of laboratories generally associated
with universities, medical research centers, government institutions such as the
National Institutes of Health, and other research institutions as well as
biotechnology, pharmaceutical, energy, agricultural and chemical companies.

                                       1
<PAGE>

Life sciences researchers require special biochemical research tools capable of
performing precise functions in a given experimental procedure.  The Company
serves two principal disciplines of the life sciences research market: cellular
biochemistry and molecular biology.

Cellular biochemistry involves the study of the genetic functioning and
biochemical composition of cells as well as their proliferation,
differentiation, growth and death.  The understanding gained from such study has
broad application in the field of developmental biology and is important in the
study of carcinogenesis, virology, immunology, vaccine design and production and
agriculture.  To grow the cells required for research, researchers use cell or
tissue culture media which simulate under laboratory conditions (in vitro) the
environment which surrounds such cells naturally (in vivo) and which facilitate
their growth.

Molecular biology involves the study of the genetic information systems of
living organisms.  The genetic material of living organisms consists of long,
double-stranded molecules of DNA (deoxyribonucleic acid).  DNA contains the
information required for the production of proteins by means of RNA (ribonucleic
acid), a single-stranded molecule similar in structure to DNA. Proteins have
many different functional properties and include antibodies, certain hormones
and enzymes.  Many researchers study the various steps of gene expression from
DNA to RNA to protein products, and the impact of these proteins on cellular
function.  Other researchers are interested in manipulating the DNA-RNA system
in order to modify its functioning.  Through techniques that are commonly termed
"genetic engineering" or "gene-splicing," a researcher can modify an organism's
naturally occurring DNA to produce a desired protein not usually produced by the
organism, or to produce a naturally produced protein at an increased rate.

The Company also serves industries which apply genetic engineering to the
commercial production of otherwise rare or difficult to obtain substances with
potential for significant utility.  For example, in the biotechnology industry,
these substances include interferons, interleukins, t-PA and monoclonal
antibodies.  The manufacturers of these materials require larger quantities of
the same sera and other cell growth media that are also purchased in smaller
quantities as research tools.  Some of these new substances are manufactured in
full scale production facilities, while others are being manufactured on a pre-
production basis.  Other industries involved in the commercial production of
genetically engineered products include the pharmaceutical, food processing and
agricultural industries.

The Company is expanding its activities into related new markets for its
products.  These include genetic and identity testing, cell therapy and tissue
engineering involving cell culture media and plant biotechnology applications.

                             Products and Services
                             ---------------------

Information regarding the Company's products and services is contained in the
Financial Note entitled "Segment Reporting and Related Information" on pages F-
24 through F-26 of this 1999 Annual Report on Form 10-K.

                                       2
<PAGE>

                 Geographic and Operating Segment Information
                 --------------------------------------------

Information regarding geographic and operating segment information is contained
in the Financial Note entitled "Segment Reporting and Related Information" on
pages F-24 through F-26 of this 1999 Annual Report on Form 10-K.

                              Sales and Marketing
                              -------------------

At December 31, 1999, the Company had 229 employees worldwide who were employed
in direct field sales.  The Company's sales efforts are supplemented by use of
catalogs, journal advertisements, and direct mail campaigns.  Most of the
Company's products are sold throughout the world by its own sales employees, and
the remaining products are sold through agents or distributors.

                           Research and Development
                           ------------------------

The Company believes that a strong research and product development effort is
important to its future growth.  The Company's investment in research and
development was $23.8 million in 1999, $21.9 million in 1998 and $21.3 million
in 1997.  R&D expenses in 1999, 1998 and 1997 were primarily directed toward
developing new products and business solutions for the Company's customers in
the life sciences research and industrial bioprocessing areas and toward
improving production processes.

The Company conducts most of its research and development activities at its own
facilities using its own personnel.  At December 31, 1999, the Company had 175
employees principally engaged in research and development.  The Company's
scientific staff is augmented by advisory and collaborative relationships with a
number of scientists.

The Company's research and development activity is aimed at maintaining a
leadership position in providing research tools to the life sciences research
market and enhancing its market position as a supplier of products used to
manufacture genetically engineered pharmaceuticals and other materials.

                                  Competition
                                  -----------

Only one company is known to compete with the Company in all its major product
lines, but in each product line competition is offered by a number of companies,
including companies substantially larger and with greater financial resources
than LTI.  In the Company's view, competitive position in its markets is
determined by product quality, speed of delivery, technical support, price,
breadth of product line, and timely product development.  The Company believes
its customers are diverse and place varying degrees of importance on the
competitive attributes listed above.  While it is difficult to rank these
attributes for all its customers in the aggregate, the Company believes it is
well positioned to compete in each category.

                             Patents and Licenses
                             --------------------

The Company has a number of U.S and foreign patents and has numerous pending
patent applications. In addition to its patent portfolio, the Company also owns
other intellectual property, and on a case by case basis, the Company grants
licenses to others to use such intellectual property.  The Company does not
believe that license revenue is material to its business as a whole.  In
addition, it is the Company's policy to obtain nondisclosure and confidentiality
agreements from all its employees believed to have access to proprietary
information.

The Company has obtained rights to products and technologies under a number of
license agreements with universities and others.  In 1999, approximately 23% of
the Company's net sales were related to products which were licensed from

                                       3
<PAGE>

others or which incorporated technologies licensed from others. The Company
intends to continue its current strategy of seeking licenses to technologies and
products from sources around the world.

                                   Customers
                                   ---------

LTI has no single customer for its products which it deems to be material to its
business as a whole.  However, many of the Company's customers receive funding
for their research either directly or indirectly from the federal government in
the United States and from government agencies in various countries throughout
the world.

                                   Suppliers
                                   ---------

The Company buys materials for its products from many suppliers, including
certain affiliated joint ventures, and is not dependent on any one supplier or
group of suppliers.  Raw materials, other than raw fetal bovine serum ("FBS"),
are generally readily available at competitive prices from a number of
suppliers.  Although there is a well-established market for FBS, one of the
Company's major products, its price has been unstable at times in the past, and
its supply could be limited because the availability of slaughtered cattle tends
to be cyclical. The Company acquires raw FBS products from various suppliers,
including affiliated joint ventures. Some of these suppliers provide a major
portion of the FBS available from a specific geographic region, although no
single supplier provides a majority of the total FBS available to the Company.

The Company believes it maintains a quantity of FBS inventory adequate to insure
reasonable customer service levels while guarding against normal volatility in
the supply of FBS available to the Company.  FBS inventory quantities can
fluctuate significantly as the Company balances varying customer demand for FBS
against fluctuating supplies of FBS available to the Company. The Company
believes it will be able to continue to acquire FBS in quantities sufficient to
meet its customers' current requirements.

                             Government Regulation
                             ---------------------

Certain of the Company's cell culture products are subject to regulation under
the U.S. Federal Food, Drug and Cosmetic Act with respect to testing, safety,
efficacy, marketing, labeling and other matters.  In addition, the Company's
manufacturing facilities for the production of in vitro diagnostic cell culture
products are subject to periodic inspection by the U.S. Food and Drug
Administration ("FDA") and other product-oriented federal agencies and various
state and local authorities in the U.S.  Such facilities are believed to be in
compliance in all material respects with the requirements of the FDA's current
Good Manufacturing Practices, other federal, state and local regulations and
other quality standards such as ISO 9000.

The U.S. federal government oversees certain recombinant DNA research activities
through the National Institutes of Health Guidelines for research involving
recombinant DNA molecules (the "NIH Guidelines").  The NIH Guidelines prohibit
or restrict certain recombinant DNA experiments, set forth levels of biological
and physical containment of recombinant DNA molecules to be met for various
types of research and require that institutional biosafety committees approve
certain experiments before they are initiated.  The NIH Guidelines now exempt
most of the experiments conducted by the Company.  The Company, however,
voluntarily complies with the NIH Guidelines for its molecular and cell biology
experiments. Compliance with the NIH Guidelines has not had, and the Company
does not believe it will have in the future, a material effect on the capital
expenditures, earnings or competitive position of the Company.

                                       4
<PAGE>

The Company has an Institutional Biosafety Committee, which has been approved
and certified by the NIH Office of Recombinant DNA Activities, to oversee its
laboratory practices concerning biological agents.  Through training, practices,
equipment and facilities, LTI follows the NIH Guidelines' hazard classification
system recommendations for handling bacterial and viral agents, with
capabilities through biosafety level three.

In addition to the foregoing, the Company is subject to other federal, state and
local laws and ordinances applicable to its business, including the Occupational
Safety and Health Act, the Clean Water Act, the Toxic Substances Control Act,
the Clean Air Act, various statutes and regulations applicable to the use of
radioactive material, national restrictions on technology transfer, import,
export and customs regulations, statutes and regulations relating to government
contracting, and similar laws and regulations in foreign countries. In
particular, the Company is subject to European regulations regarding importation
of animal-derived products such as FBS.

                                   Employees
                                   ---------

At December 31, 1999, the Company had 1,970 full-time and 55 part-time
employees, 774 of whom were employed outside the United States.  No employees
are covered by a collective bargaining agreement. Management believes that its
relations with its employees are good.

Item 2.  Properties
-------  ----------

The Company owns or leases property at the following principal locations, each
of which contains manufacturing, storage, laboratory or office facilities:

Rockville, Maryland  (Owned)
Frederick, Maryland  (Owned and leased)
Glasgow area, principally Inchinnan, Scotland  (Owned and leased)
Grand Island, New York  (Owned)
Auckland, New Zealand (Owned and leased)

The Company owns or leases certain other properties throughout the world in
addition to the principal properties listed.  The terms of the leases for
properties to which the Company is a party range in expiration dates from 2000
to 2010, and some are renewable.

Many of the Company's plants have been constructed, renovated, or expanded one
or more times during the past ten years.  The Company is currently using
substantially all of its space with some space available for expansion at some
of its locations.  The Company considers the facilities to be in a condition
suitable for their current uses.  Because of anticipated growth in the business
and due to the increasing requirements of customers or regulatory agencies, the
Company may need to acquire additional space or upgrade and enhance existing
space during the next five years.

Additional information regarding the Company's properties is contained in Item 7
of this 1999 Annual Report on Form 10-K in the sections entitled "1999 Cash
Flows" and "2000 Cash Flows" as well as in the Financial Notes entitled
"Property, Plant and Equipment" and "Leases" on pages F-10 and F-11 of this 1999
Annual Report on Form 10-K.

Item 3.  Legal Proceedings
-------  -----------------

In December 1996, the Company filed Civil Action No. AW-96-4080 in the U.S.
District Court for the District of Maryland against Clontech Laoratories, Inc.
alleging infringement of the Company's patents covering H minus reverse
transcriptase.  On July 16, 1999, the Court issued a decision that the patents
in issue are unenforceable.  Clontech has requested that the Court require the

                                       5
<PAGE>

Company to pay Clontech's legal fees and expenses relating to this action.  The
Court has not yet ruled on this request.  The Company believes strongly that the
Court's decision is inconsistent with well established legal precedent and is
pursuing vigorously an appeal to the court of Appeals for the Federal Circuit.

The Company is involved in various other legal proceedings that are incidental
to its business.  The Company does not believe that any of these other legal
proceedings could reasonably be expected to have a material adverse effect on
the Company's financial condition or results of operations.

Item 4.  Submission of Matters to a Vote of Security Holders
-------  ---------------------------------------------------

None.

Executive Officers of the Registrant
------------------------------------

The Board of Directors elects all executive officers of the Company.  Each
executive officer holds his or her office until the earlier of his or her death,
resignation, removal from office or the election of his or her successor.  No
family relationships exist among any of the Company's executive officers,
directors or persons nominated to serve as such.  The positions held and period
during which the executive officers have served in those positions are set forth
below:

J. Stark Thompson, Ph.D. (age: 58; years of service: 11) was elected President
and Chief Executive Officer of the Company in August 1988 and became a director
of the Company in September 1988.  Prior to joining the Company, he had been
with E.I. DuPont de Nemours & Company ("DuPont") for 21 years.

John V. Cooper (age 48; years of service: 8) was elected Senior Vice President
and General Manager, Americas Research Products Division, effective February 2,
1999.  Prior thereto, he held the position of Vice President and General
Manager, Americas Research Products Division, effective April 13, 1993.  Prior
thereto, he held several managerial positions with the Company since joining the
Company in 1992.  Prior to joining the Company, he had been a Worldwide Business
Manager in Printed Circuit Materials for DuPont.

John A. Cottingham (age: 45; years of service: 4) was elected General Counsel
and Assistant Secretary, effective May 4, 1999.  Prior to joining the Company,
he had been an international corporate attorney with the Washington office of
Fulbright and Jaworski L.L.P. for 9 years.

Thomas M. Coutts (age: 55; years of service: 30) was elected Vice President,
Fetal Bovine Serum and Other Blood and Sera, effective January 1, 2000.  Prior
thereto, he held the position of Senior Vice President and General Manager,
European Division, effective March 1, 1989. Prior thereto, he had been Vice
President of Life Technologies, Europe.

Daryl J. Faulkner (age: 51; years of service: 1) was elected Senior Vice
President and General Manager, European Division, effective January 1, 2000.
Prior thereto, he had been Vice President, Human Resources, for the Company.
Prior to joining the Company, he had been a Plant Manager for Abbott
Laboratories.

Brian D. Graves (age: 58; years of service: 18) was elected Vice President and
General Manager, U.S. Industrial Bioproducts Division, effective July 1, 1990.
Prior thereto, he had been Vice President of Sales and Marketing, U.S. Research
Products Division, for the Company.

Timothy E. Pierce, Ph.D. (age: 58; years of service: 9) was elected Vice
President and General Manager, Asia Pacific Division, effective September 18,

                                       6
<PAGE>

1990.  Prior to joining the Company he had been a Vice President, region manager
for Technicon Asia-Pacific.

Rosemary J. Versteegen, Ph.D. (age: 51; years of service: 18) was elected Vice
President of the Company on April 16, 1991.  Prior thereto, she held several
managerial positions with the Company since joining the Company in 1982.

C. Eric Winzer (age: 43; years of service: 13) was elected Vice President,
Finance and Chief Financial Officer, Secretary and Treasurer effective May 4,
1999.  Prior thereto, he was the controller of the Company since 1991 and held
several other managerial positions with the Company since 1986.

Derek E. Woods, Ph.D. (age: 49; years of service: 4) was elected Vice President,
Research and Development on April 15, 1997, and prior thereto had served in that
position as an appointed officer since joining the Company in 1996.  Prior to
joining the Company, he worked for Johnson & Johnson in various research and
business development positions.

                                    PART II
                                    -------

Item 5.  Market for the Registrant's Common Equity and Related Stockholder
-------  -----------------------------------------------------------------
         Matters
         -------

The Company's Common Stock is quoted on the OTC Bulletin Board under the symbol:
LTEK.  Prior to the close of business on February 1, 1999, the Company's Common
Stock was quoted on the Nasdaq National Market under the symbol:  LTEK.

Effective with the close of business on February 1, 1999, the Company's Common
Stock was delisted from the Nasdaq Stock Market, because of the Company's
inability to remain in compliance with certain maintenance standards required
for continued listing on the Nasdaq National Market, including the number of
shareholders and public float requirements.  The Company fell out of compliance
with certain requirements as a result of the completed tender offer for the
Company's Common Stock by Dexter Corporation.  The high and low sales prices for
the Company's Common Stock for each quarter of 1998 and 1999 as reported by The
Nasdaq Stock Market are contained in the Financial Notes entitled "Quarterly
Financial Information" on page F-23 of this 1999 Annual Report on Form 10-K.

The number of stockholders of record of the Company's Common Stock at March 10,
2000 was 310.  At March 10, 2000, Dexter Corporation owned approximately 75% of
the outstanding Common Stock of the Company.

On July 21, 1999 the Company's Board of Directors voted to discontinue regular
quarterly dividends on the Company's common stock.  The last quarterly dividend
payment was made on July 16, 1999.  Prior to discontinuation of dividends, the
Company's Board of Directors had declared regular quarterly cash dividends in
each fiscal quarter since the second quarter of 1991.  For the previous three
years, cash dividends declared were: $0.04 per share in the first two quarters
of 1997, and $0.05 per share for the last two quarters of 1997, all four
quarters of 1998, and the first two quarters of 1999.

Item 6.  Selected Financial Data
-------  -----------------------

This information has been derived from, and should be read in conjunction with,
the related consolidated financial statements and Management's Discussion and
Analysis of Financial Condition and Results of Operations included elsewhere in
this 1999 Annual Report on Form 10-K.

                                       7
<PAGE>

                            SELECTED FINANCIAL DATA
                            -----------------------
                 (amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                          1999      1998      1997      1996      1995
--------------------------------------------------------------------------------------
<S>                                   <C>       <C>       <C>       <C>       <C>
FOR THE YEAR
  Revenues                            $ 409,60  $364,206  $332,808  $310,339  $272,299
  Research and development
    expenses                            23,836    21,880    21,281    19,084    15,871
  Provision for contract
    settlement                           3,870         -         -         -         -
  Shareholder acquisition expenses           -     5,335         -         -         -
  Gain on product line disposal              -         -         -     2,569         -
  Operating income                      56,441    50,509    50,934    46,101    34,152
  Net income                            38,277    31,303    32,235    28,700    22,277
  Additions to property, plant
    and equipment                     $ 29,170  $ 18,024  $ 23,386  $ 42,151  $ 11,159
  Average shares outstanding:
    Basic                               24,954    23,687    23,171    22,881    22,601
    Diluted                             25,040    24,204    23,945    23,504    22,929
--------------------------------------------------------------------------------------
AT DECEMBER 31
  Cash and cash equivalents           $ 51,489  $ 56,047  $ 19,076  $ 15,326  $ 23,201
  Working capital                      171,760   160,403   100,927    84,196    96,761
  Total assets                          402,97   353,587   280,274   253,931   208,744
  Long-term debt                         3,699         -     4,564     4,668     1,451
  Stockholders' equity                 310,095   276,108   208,724   182,919   153,925
    Per share                         $   12.4  $  11.07  $   8.94  $   7.97  $   6.76
  Shares outstanding                    25,004    24,941    23,351    22,951    22,773
--------------------------------------------------------------------------------------
PER SHARE
  Net income:
    Basic                             $   1.53  $   1.32  $   1.39  $   1.25  $    .99
    Diluted                               1.50      1.29      1.35      1.22       .97
  Cash dividends declared                  .10       .20       .18   .15 1/3   .13 1/3
  Market price:
    High                                    43        40    35 7/8    26 1/2    18 1/3
    Low                                     34    29 3/8    24 1/4    15 1/3    11 2/3
    Close                               42 5/8    38 7/8    33 1/4        25    18 1/6
--------------------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>

Item 7. Management's Discussion and Analysis of Financial Condition and Results
------- -----------------------------------------------------------------------
of Operations
-------------

Statements in this Annual Report on Form 10-K concerning the Company's business
outlook or future economic performance; anticipated profitability, revenues,
expenses or other financial items, together with other statements that are not
historical facts, are "forward-looking statements" as that term is defined under
the Federal Securities Laws.  Forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results to differ
materially from those stated in such statements.  Such risks, uncertainties and
factors include, but are not limited to, changes in government funding for life
sciences research, changes in pricing or availability of fetal bovine serum,
changes in currency exchange rates, changes and delays in new product
introduction, customer acceptance of new products, changes in government
regulations, the possibility of adverse rulings by, or adverse developments in
negotiations with, the government, litigation risks, changes in pricing or other
actions by competitors and general economic conditions, as well as other risks
detailed in the Company's filings with the Securities and Exchange Commission,
including this 1999 Annual Report on Form 10-K.  See in particular the sections
entitled "Business Outlook" and "2000 Cash Flows".  The Company does not
undertake any obligations to release publicly any revisions to such forward-
looking statements to reflect events or uncertainties after the date hereof or
to reflect the occurrence of unanticipated events.

The information in this Item 7 should be read in conjunction with the related
consolidated financial statements and notes thereto contained elsewhere in this
1999 Annual Report on Form 10-K.

GENERAL

The Company develops, manufactures, and sells cell culture and cell and
molecular biology products, services and technologies.  Many of the Company's
products are sold under the GIBCO BRL brand name.  Cell culture products and
services are used to grow cells under laboratory conditions and for the
commercial manufacture of pharmaceuticals and other life sciences products. Cell
culture products include cell and tissue culture media, reagents, fetal bovine
("FBS") and other animal sera, growth and attachment factors, and plasticware.
Cell and molecular biology products, services and technologies are used to
identify, isolate, and manipulate the metabolic processes and genetic material
of living organisms. Cell and molecular biology products include enzymes,
nucleic acids, lipids, competent cells, custom oligonucleotides, and related
products.  In May 1999, the Company acquired a process chromatography and
research products business.

                                       9
<PAGE>

RESULTS OF OPERATIONS

Revenues
Revenues for the Company's operating segments in 1999, 1998 and 1997 compare as
follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(amounts in thousands)                                  1999      1998      1997
--------------------------------------------------------------------------------
<S>                                                 <C>       <C>       <C>
Americas Research                                   $139,619  $129,428  $118,095
U.S. Bioindustrial                                    84,289    71,634    61,335
Europe                                               128,987   116,996   105,682
Asia Pacific                                          54,304    43,915    45,756
Other                                                  2,410     2,233     1,940
--------------------------------------------------------------------------------
Consolidated revenues                               $409,609  $364,206  $332,808
================================================================================
</TABLE>

Revenues for 1999 were $409.6 million, an increase of $45.4 million, or 12%,
over 1998 revenues.  The effect of changes in currency exchange rates reduced
1999 revenues by $1.8 million, or 0.5%, when compared with 1998 revenues.
Revenues for the Americas Research segment increased approximately 8% when
comparing 1999 with 1998.  The effect of changes in currency exchange rates
reduced 1999 revenues for the Americas Research segment by $1.4 million, or 1%,
when compared with 1998 revenues.  Sales of custom oligonucleotides for the
Americas Research segment increased approximately 20% in 1999 compared with 1998
and contributed approximately 2% of the 8% increase in segment revenues.
Revenues for the U.S. Bioindustrial segment increased approximately 18% when
comparing 1999 with 1998.  Sales of custom oligonucleotides for the U.S.
Bioindustrial segment increased approximately 55% in 1999 compared with 1998.
Revenues for the European segment increased approximately 10% in 1999 compared
with 1998.  The effect of changes in currency exchange rates reduced 1999
revenues for the European segment by $4.7 million, or 4%, when compared with
1998 revenues.  Sales of an acquired process chromatography and research
products business were $4.3 million, or 4% of the 10% increase in segment
revenues.  Revenues for the Asia Pacific segment increased approximately 24%
when comparing 1999 with 1998.  The effect of changes in currency exchange rates
increased 1999 revenues for the Asia Pacific segment by $4.3 million, or 10%,
when compared with 1998 revenues. Sales of cell and molecular biology products
increased 14% on a currency comparable basis in the Asia Pacific segment when
comparing 1999 revenues with 1998 and included a 21% increase in custom
oligonucleotide sales.

Revenues for 1998 were $364.2 million, an increase of $31.4 million, or 9%, over
1997 revenues.  The effect of changes in currency exchange rates reduced 1998
revenues by $6.4 million, or 2%, when compared with 1997 revenues. Revenues for
the Americas Research segment increased approximately 10% when comparing 1998
with 1997.  The effect of changes in currency exchange rates reduced 1998
revenues for the Americas Research segment by $0.9 million, or 1%, when compared
with 1997 revenues.  Revenues in Latin America increased significantly in 1998
when compared with 1997.  This increase was directly related to the
establishment of a Company subsidiary in Brazil in late 1997. Sales of custom
oligonucleotides for the Americas Research segment increased approximately 29%
in 1998 compared with 1997 and contributed approximately 2% of the 10% increase
in segment revenues.  Revenues for the U.S. Bioindustrial segment increased
approximately 17% when comparing 1998 with 1997.  Sales of enzymes increased
approximately 70%, reflecting a significant increase in enzyme sales to
customers for use in commercial diagnostic applications.  Sales of custom
oligonucleotides for the U.S. Bioindustrial segment increased approximately 47%
in 1998 compared with 1997.  Revenues for the European segment increased
approximately 11% in 1998 compared with 1997.  The effect of changes in currency
exchange rates reduced 1998 revenues for the European segment by $1.1 million,
or 1%, when compared with 1997 revenues.  Sales of cell and molecular biology
products increased 13% on a currency comparable

                                       10
<PAGE>

basis and included a 33% increase in custom oligonucleotide sales. Revenues for
the Asia Pacific segment decreased approximately 4% when comparing 1998 with
1997. The effect of changes in currency exchange rates reduced 1998 revenues for
the Asia Pacific segment by $4.3 million, or 9%, when compared with 1997
revenues. Sales of cell and molecular biology products increased 11% on a
currency comparable basis in the Asia Pacific segment when comparing 1998
revenues with 1997.

Royalty income was $2.4 million, $2.5 million and $1.8 million in 1999, 1998,
and 1997, respectively.  Royalty income relates principally to the Company's
patented technology to improve the accuracy of amplification based assays. The
Company generally grants a license to this technology for an up-front fee and
future royalties on sales of products which incorporate the licensed technology.

Cost of Sales - Gross Margin

Gross margins were 54.2% of net sales in 1999 compared with 53.6% of net sales
in 1998.  FBS gross margins decreased slightly in 1999 when compared with 1998,
as unit costs increased at a greater rate than unit selling prices.  The Company
reduced its LIFO reserves in the amount of $0.2 million during 1999 to reflect
lower unit costs for non-FBS products, offset by increased unit costs for FBS.
Gross margins were negatively impacted by unfavorable currency effects when
comparing 1999 with 1998.  Gross margins benefited from volume increases and a
favorable change in mix.

Gross margins were 53.6% of net sales in 1998 compared with 53.9% of net sales
in 1997.  FBS gross margins improved slightly in 1998 when compared with 1997,
as unit costs decreased at a greater rate than unit selling prices.  The Company
reduced its LIFO reserves in the amount of $0.2 million during 1998, largely as
a result of lower unit costs for FBS.  Gross margins benefited from production
efficiencies when comparing 1998 with 1997 but were negatively affected by
unfavorable currency comparisons.

Marketing and Administrative Expenses

Marketing and administrative expenses were 34.1% of net sales in 1999, 32.8% of
net sales in 1998 and 32.6% of net sales in 1997.  The increase in marketing and
administrative expenses in 1999, expressed as a percentage of sales, is
principally attributable to expenses associated with preparing a report in
connection with a voluntary disclosure of the Company's compliance with a
government contract (see Provision for Contract Settlement below) and increased
spending to acquire and protect intellectual property rights, including costs to
litigate a patent infringement issue related to the Company's H minus reverse
transcriptase patents.  Marketing and administrative expenses as a percentage of
sales also increased as the Company increased its spending to commercialize new
technologies, including the Company's new GATEWAY  cloning technology, and
increased its spending to develop new information technology capabilities and to
prepare for the Year 2000 computer issue.

                                       11
<PAGE>

Research and Development ("R&D") Expenses

Research and development expenses were $23.8 million in 1999, $21.9 million in
1998, and $21.3 million in 1997.  R&D expenses in 1999, 1998, and 1997 were
directed primarily toward developing new products and business solutions for the
Company's customers in the life sciences research and industrial bioprocessing
areas and toward improving production processes.

Research and development expenses represented 5.9%, 6.0%, and 6.4% of net sales
in 1999, 1998, and 1997, respectively.

Provision for Contract Settlement

The Company's 1999 results included a pretax charge of $3.9 million,
representing a refund the Company has offered to the Department of Veterans
Affairs (VA) related to the Company's federal supply schedule contract with the
VA.  The government is currently considering the Company's offer and there can
be no assurance that the government will agree with the Company's assessment of
the matter or accept the Company's offered refund amount.

Shareholder Acquisition Expenses

The Company reported $5.3 million in expenses in 1998 related to the acquisition
of additional shares of the Company by Dexter Corporation ("Dexter").  Dexter
announced on July 7, 1998 its intention to acquire, for $37 per share in cash,
the shares of the Company it did not already own. Shortly thereafter, the Board
of Directors of the Company appointed a special committee of the board,
consisting of independent directors, to evaluate Dexter's proposal. The special
committee engaged legal and investment banking advisors to support their
evaluation.  On November 2, 1998, Dexter commenced a tender offer to acquire the
shares of the Company it did not already own which ultimately resulted in their
acquisition of an additional 22% of the Company in late December, 1998.
Approximately $4.0 million of the shareholder acquisition expenses reported in
1998 was for investment banking services in support of the special committee's
evaluation.  The remaining shareholder acquisition expenses were primarily legal
expenses associated with the transaction.

Operating Income

Operating income for 1999 was $56.4 million, an increase of 12% compared with
1998.  Excluding the $5.3 million in expenses related to the acquisition of
additional shares by Dexter Corporation in 1998 and excluding the $3.9 million
related to the provision for a contract settlement in 1999, operating income
increased 8% in 1999 when compared with 1998.

Operating income for 1998 was $50.5 million, a decrease of 1% compared with
1997.  Excluding the $5.3 million in expenses related to the acquisition of
additional shares by Dexter, operating income increased 10% in 1998 when
compared with 1997.

                                       12
<PAGE>

Other Income, Net

Investment income was $1.5 million in 1999, $0.7 million in 1998, and $0.5
million in 1997. Interest income varied from 1997 to 1999 based on changes in
available cash and prevailing interest rates.  Other income, net in 1999
included $1.0 million of currency losses.  Interest expense included in other
income, net was less than $0.1 million in 1999, 1998, and 1997.

Income Taxes

Income taxes were 30.9% of income before taxes in 1999 compared with 37.5% and
36.0% of income before taxes in 1998 and 1997, respectively.  Income tax expense
in 1999 was reduced by a benefit of $2.3 million related to a settlement of a US
tax examination of the years 1987-1997.  The benefit includes a refund of income
tax, estimated interest due the Company (net of tax) and an adjustment of
applicable tax reserves.  Excluding the benefit related to the tax examination
settlement, the 1999 tax rate would have been 35.0%.  In 1998 income tax expense
included the effect of non-deductible expenses related to the Dexter tender
offer.  Excluding the non-deductible expenses related to the Dexter tender
offer, the 1998 tax rate would have been 34.5%.

Minority Interests

Income attributed to minority interest investors was $1.1 million in 1999, $0.6
million in 1998, and $0.6 million in 1997.  The increase in 1999 is attributable
to increased net income at the Company's Japanese subsidiary.

Net Income

Net income was $38.3 million in 1999, $31.3 million in 1998, and $32.2 million
in 1997.  Excluding shareholder acquisition expenses and the related income tax
effect from 1998 results, net income has increased 5%, 13%, and 19% in 1999,
1998, and 1997, respectively.

Earning Per Share

Diluted earnings per share were $1.53 in 1999, a 19% increase compared with
diluted earnings per share of $1.29 in 1998.  Excluding approximately $5.3
million of pre-tax expenses related to the acquisition of additional shares of
the Company by Dexter in 1998, 1999 diluted earnings per share increased 2%.

Diluted earnings per share were $1.29 in 1998, a 4% decrease compared with
diluted earnings per share of $1.35 in 1997.  Excluding approximately $5.3
million of expenses related to the acquisition of additional shares of the
Company by Dexter, 1998 diluted earnings per share were $1.50, an increase of
11% over the previous year.

Business Outlook

The Company expects to concentrate on its core cell culture and cell and
molecular biology product lines and related service and technology offerings in
2000.  Future trends in the Company's markets may be affected by government
funding for life sciences research, the number of new products developed and
introduced by the Company, its competitors and its customers, and changes in
technology and scientific discoveries.

Changes in currency exchange rates, general economic conditions, the supply and
price of FBS, the availability of well-trained employees throughout the world,
the resolution of intellectual property litigation between the Company and

                                       13
<PAGE>

Clontech Laboratories, Inc., and the resolution of the Company's voluntary
disclosure on September 29, 1999, to the Department of Veterans Affairs are
factors that could have a significant effect on the Company in 2000. A
strengthening of the U.S. dollar and Pound Sterling against other currencies
could have a negative effect on the Company's operating results.

Volatility in the FBS market could significantly affect the Company's operating
results.  The market volatility of FBS and the increasing demand for alternative
media provide strong incentive to develop products and technologies which are
not dependent on animal sera raw materials.  To date, serum-free media has only
been developed for specific, relatively narrow purposes.  If a more broadly
applicable alternative to animal derived products were developed, it could have
a significant effect on the Company's operating results, which could be positive
or negative, depending on what rights were held by the Company in the
alternative products.

Heightened worldwide safety and environmental concerns are likely to lead to
increased regulation in these areas.  The Company is committed to promoting the
safety and health of its employees and the environment and will remain pro-
active in complying with federal, state and local regulations.

Impact of the Year 2000

To date, the Company has experienced no significant adverse effects related to
the Year 2000 computer issue.  All important internal information technology
systems made a seamless transition into the Year 2000 and there were no notable
problems with equipment or systems which may have been effected by faulty
embedded chips or other Year 2000 problems.  The Company is not aware of any
significant Year 2000 problems affecting any of its customers nor has the
Company noted any disruption in its supply chain related to Year 2000 issues.

The Company implemented a comprehensive project plan to identify internal and
external information technology and non-information technology systems which
required modification or upgrade to be made Year 2000 compliant.  An inventory
and assessment of these systems was completed by the end of the second quarter
of 1999.  Remediation and testing of non-compliant Year 2000 systems was
completed during the fourth quarter of 1999.  As part of this project, the
Company developed and tested contingency plans which identified workarounds in
the event of a malfunction of a system designated as a priority system at the
inventory stage.  In addition, the Company identified suppliers of key goods and
services to all business areas, requested information about their Year 2000
readiness, and audited certain key suppliers for Year 2000 readiness.

The Company has spent approximately $1.5 million as of December 31, 1999 to
become Year 2000 compliant, principally for capital expenditures.  These
expenditures were for external costs and did not include costs of Company
employees who implemented the comprehensive project plan described above.  The
Company believes that any additional resources needed to address Year 2000
issues will not be material.  However, there can be no assurance that currently
unidentified Year 2000 issues, if any, will not arise, especially in areas
outside the Company; that these issues will not have a material adverse effect
on the Company; or, that additional resources needed to address these issues
will not be material.

                                       14
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

1999 Cash Flows

The Company generated $42.2 million in cash from operations during 1999.  Net
income after adjustments for depreciation and amortization was the principal
source of cash from operations in 1999.  The components of working capital
increased at a rate generally commensurate with the increase in net sales and,
in the aggregate, required $15.4 million in cash during 1999.

The Company paid $30.7 million in cash for capital expenditures in 1999. Capital
spending in 1999 included $10.8 million to expand its Frederick, Maryland
operations facility and relocate its fermentation production capability to the
Frederick site.  The Company also spent $3.0 million for sera production
upgrades in New Zealand, $2.6 million to expand the Company's Scotland
distribution warehouse, and $1.3 million for aseptic process modifications at
its Grand Island, New York facility.  The balance of 1999 capital spending was
principally for new and replacement machinery and equipment and management
information systems related to the Company's ongoing business operations.  The
Company paid $12.7 million for acquisitions in 1999. Acquisitions included $11.6
million, net of cash acquired, for a process chromatography and research
products business and $1.1 in deferred purchase payments related to the 1996
acquisition of Custom Primers, Inc., a California-based producer of
oligonucleotides.

Financing activities used $2.0 million in cash during 1999. The Company received
$3.3 million in cash during 1999 related to the exercise of stock options. The
Company used $3.7 million for its quarterly cash dividends and $1.6 million to
reduce debt in 1999.  The Board of Directors of the Company voted at its July
21, 1999 meeting to discontinue regular quarterly dividends on the Company's
common stock.

2000 Cash Flows

Capital expenditures in 2000 are expected to range from $30-35 million.  The
Company is contemplating facility upgrades and expansions of $15-20 million with
the balance of expected 2000 capital expenditures for new and replacement
machinery, equipment and management information systems.

The Company is actively evaluating licensing possibilities, as well as
acquisition candidates which complement the Company's core cell and molecular
biology and cell culture product lines.  The Company may fund these transactions
using cash from operations, debt, equity, or other sources.

The Company currently has an unused short-term revolving credit facility with
Dexter Corporation, an affiliate of the Company, in the amount of $8.0 million.

The Company believes it will be able to generate sufficient cash from its
operations and its existing credit facility to meet all its anticipated cash
requirements in 2000, apart from any significant business acquisition which may
occur and which may be financed using cash from operations, debt, equity, or
other sources.

                                       15
<PAGE>

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk
--------  ----------------------------------------------------------

The Company is exposed to market risk related to changes in foreign currency
exchange rates, commodity prices, and interest rates, and selectively uses
financial instruments to manage these risks.  The Company does not enter into
financial instruments for speculation or trading purposes.  A discussion of the
Company's accounting policies for derivative financial instruments is included
in the financial note entitled "Currency Effects" on page F-19 of this 1999
Annual Report on Form 10-K.

The Company enters into forward foreign currency contracts to mitigate the risks
of doing business in foreign currencies.  The Company hedges currency exposures
of firm commitments and specific assets and liabilities denominated in non-
functional currencies to protect against the possibility of diminished cash flow
and adverse impact on earnings.  The Company's currency exposures vary, but are
primarily concentrated in the Euro, British Pound Sterling, and Japanese Yen.
The Company's exposure to commodity price changes relates to certain
manufacturing operations that utilize certain commodities as raw materials.  The
Company manages its exposure to changes in those prices primarily through its
procurement and sales practices.  At December 31, 1999, the Company had no
financial instruments outstanding as hedges of commodity price risk.

These financial exposures are monitored and managed by the Company as an
integral part of the Company's overall risk management program, which recognizes
the unpredictability of financial markets and seeks to reduce the potentially
adverse effect on the Company's results.

Item 8.   Financial Statements and Supplementary Data
-------   -------------------------------------------

The Financial Statements and Supplementary Data appear on pages F-1 through F-26
of this 1999 Annual Report on Form 10-K.

Item 9.   Changes in and Disagreements with Accountants on Accounting and
-------   ---------------------------------------------------------------
          Financial Disclosure
          --------------------

None
                                   PART III
                                   --------

Item 10.  Directors and Executive Officers of the Registrant
--------  --------------------------------------------------

Information regarding directors of the Company and compliance by the directors
and officers of the Company with certain reporting requirements pursuant to
Section 16(a) of the Securities Exchange Act of 1934 is contained under the
caption  "Section 16(a) Benefical Ownership Reporting Compliance" in the
Company's Proxy Statement, which is incorporated herein by reference.
Information regarding executive officers of the Company is included in Part I
hereof, under the caption "Executive Officers of the Registrant."

Item 11.  Executive Compensation
--------  ----------------------

The information required by this item is contained under the captions "Executive
Compensation", "Compensation Committee Interlocks and Insider Participation" and
"Compensation of Directors" in the Company's Proxy Statement, which is
incorporated herein by reference.

                                       16
<PAGE>

Item 12.  Security Ownership of Certain Beneficial Owners and Management
--------  --------------------------------------------------------------

The information required by this item is contained under the caption "Beneficial
Ownership of Common Stock" in the Company's Proxy Statement, which is
incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions
--------  ----------------------------------------------

The information required by this item is contained under the caption "Certain
Relationships and Related Transactions", in the Company's Proxy Statement, which
is incorporated herein by reference.

                                 PART IV
                                 -------

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K
--------  ----------------------------------------------------------------

(a) (1)   Financial Statements:

          a.   Report of Independent Accountants

          b.   Consolidated Statement of Income for the
               years ended December 31, 1999, 1998, and 1997

          c.   Consolidated Statement of Comprehensive Income
               for the years ended December 31, 1999, 1998, and 1997

          d.   Consolidated Balance Sheet as of December 31,
               1999 and 1998

          e.   Consolidated Statement of Cash Flows for the
               years ended December 31, 1999, 1998, and 1997

          f.   Consolidated Statement of Changes in
               Stockholders' Equity for the years ended
               December 31, 1999, 1998, and 1997

          g.   Notes to Consolidated Financial Statements

(a) (2)   Financial Statement Schedules:

          None.

          All schedules have been omitted because they are not required, not
          applicable, or the information required to be set forth therein is
          included in the Company's consolidated financial statements.

(a) (3)   Exhibits:

          Exhibit numbers 10(A),(B),(C),(D),(E),(F),(G),(H),(I),(J),(K),(L) (M),
          (N), (O), and (P) are management contracts, compensatory plans,
          contracts or arrangements.

          3(A) Certificate of Incorporation of the Registrant, including
               Amendment to Certificate of Incorporation dated April 17, 1987
               and Amendment to Certificate of Incorporation dated April 14,
               1998, previously filed as Exhibit 3(A) to the Registrant's
               Quarterly Report on Form 10-Q for the quarter ended June 30,
               1998, SEC file no. 0-14991, which is incorporated herein by
               reference.

          3(B) By-laws of the Registrant, as amended and restated.

                                       17
<PAGE>

          10(A)  1984 Stock Option Plan, previously filed as Exhibit 4.1 to the
                 Registrant's Registration Statement on Form S-8, No. 33-21807,
                 dated May 12, 1988, which is incorporated herein by reference.

          10(B)  Executive Supplemental Retirement Plan as amended on October
                 20, 1999.

          10(C)  Executive Deferred Compensation Benefit Plan, previously filed
                 as Exhibit 10.8 to the Registrant's Registration Statement on
                 Form S-1, No. 33-7993, dated October 1, 1986, which is
                 incorporated herein by reference.

          10(D)  Change-in-Control Agreement dated February 13, 1997, between
                 the Registrant and Dr. J. Stark Thompson regarding certain
                 severance benefits in the event of termination of employment
                 following a change of control, as defined in the agreement,
                 previously filed as Exhibit 10.2 to the Registrant's Quarterly
                 Report on Form 10-Q for the quarter ended March 31, 1997, SEC
                 file no. 0-14991, which is incorporated herein by reference.

          10(E)  Change-in-Control Agreement dated March 9, 2000, between the
                 Registrant and Derek E. Woods, Ph.D.. regarding certain
                 severance benefits in the event of termination of employment
                 following a change of control, as defined in the agreement.

          10(F)  Change-in-Control Agreement dated February 13, 1997, between
                 the Registrant and Thomas M. Coutts regarding certain severance
                 benefits in the event of termination of employment following a
                 change of control, as defined in the agreement, previously
                 filed as Exhibit 10.1 to the Registrant's Quarterly Report on
                 Form 10-Q for the quarter ended March 31, 1997, SEC file no. 0-
                 14991, which is incorporated herein by reference.

          10(G)  Change-in-Control Agreement dated March 9, 2000 between the
                 Registrant and John V. Cooper regarding certain severance
                 benefits in the event of termination of employment following a
                 change of control, as defined in the agreement.

                                       18
<PAGE>

          10(H)  Change-in-Control Agreement dated February 13, 1997, between
                 the Registrant and Brian D. Graves regarding certain severance
                 benefits in the event of termination of employment following a
                 change of control, as defined in the agreement, previously
                 filed as Exhibit 10(H) to the Registrant's Annual Report on
                 Form 10-K for the year ended December 31, 1998, SEC file no. 0-
                 14991, which is incorporated herein by reference.

          10(I)  Form of Employment Agreement effective February 13, 1997,
                 between the Registrant and certain executive officers of the
                 Registrant regarding certain severance benefits in the event of
                 termination of employment following a change in control, as
                 defined in the agreement, previously filed as Exhibit 10.6 to
                 the Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended March 31, 1997, SEC file no. 0-14991, which is
                 incorporated herein by reference

          10(J)  1991 Stock Option Plan, previously filed as Exhibit 4 to the
                 Registrant's Registration Statement on Form S-8 No. 33-956,
                 dated May 9, 1991, which is incorporated herein by reference.

          10(K)  1995 Long-term Incentive Plan, previously filed as Exhibit 4 to
                 the Registrant's Registration Statement on Form S-8 No. 33-
                 59741, dated June 1, 1995, which is incorporated herein by
                 reference.

          10(L)  1996 Non-Employee Directors' Stock Option Plan, previously
                 filed as Exhibit 4(b) to the Registrant's Registration
                 Statement on Form S-8 No. 333-03773, dated May 15, 1996, which
                 is incorporated herein by reference.

          10(M)  1996 Non-Employee Directors' Annual Retainer Stock Plan,
                 previously filed as Exhibit 4(a) to the Registrant's
                 Registration Statement on Form S-8 No. 333-03773, dated May 15,
                 1996, which is incorporated herein by reference.

          10(N)  1997 Long-term Incentive Plan, previously filed as Exhibit 4 to
                 the Registrant's Registration Statement on Form S-8 No. 333-
                 28607, dated June 6, 1997, which is incorporated herein by
                 reference.

          10(O)  Form of Indemnity Agreement between Registrant and Directors,
                 previously filed as Exhibit 10(O) to the Registrant's Annual
                 Report on Form 10-K for the year ended December 31, 1998, SEC
                 file no. 0-14991, which is incorporated herein by reference.

          10(P)  Form of Indemnity Agreement between Registrant and Executive
                 Officers, previously filed as Exhibit 10(P) to the Registrant's
                 Annual Report on Form 10-K for the year ended December 31,
                 1998, SEC file no. 0-14991, which is incorporated herein by
                 reference.


          21     Subsidiaries of the Registrant.

          23     Consent of Independent Accountants.

          27     Financial Data Schedule.

          Exhibits other than those incorporated herein by reference have been
          included in copies of this Form 10-K filed with the Securities

                                       19
<PAGE>

          and Exchange Commission. The Registrant agrees that it will furnish,
          without charge, a copy of any such exhibits to each stockholder of the
          Registrant upon the written request therefore to the Registrant.

(b)       Reports on Form 8-K.
          None.

(c)       Exhibits
          See (a) (3) above.

(d)       Financial Statement Schedules
          See (a) (2) above.

                                       20
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

Dated:  March 15, 2000          LIFE TECHNOLOGIES, INC.
                                (Registrant)


                                By /s/ C. Eric Winzer
                                ---------------------------------------
                                C. Eric Winzer
                                Vice President-Finance and
                                Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities indicated.


/s/ Thomas H. Adams, Ph.D.
-----------------------------------------------------------------------
Thomas H. Adams, Ph.D.          Joseph C. Stokes Jr.
Director                        Director



/s/ Bruce H. Beatt              /s/ J. Stark Thompson, Ph.D.
-----------------------------------------------------------------------
Bruce H. Beatt                  J. Stark Thompson, Ph.D.
Director                        President and Chief Executive Officer
                                and Director
                                (Principal Executive Officer)


/s/ Kathleen Burdett            /s/ K. Grahame Walker
-----------------------------------------------------------------------
Kathleen Burdett                K. Grahame Walker
Director                        Chairman of the Board of Directors


/s/ R. Barry Gettins, Ph.D.     /s/ George M. Whitesides
-----------------------------------------------------------------------
R. Barry Gettins, Ph.D.         George M. Whitesides
Director                        Director


/s/ Peter G. Kelly              /s/ C. Eric Winzer
-----------------------------------------------------------------------
Peter G. Kelly                  C. Eric Winzer
Director                        Vice President-Finance and
                                Chief Financial Officer
                                (Principal Financial Officer and
                                Acting Principal Accounting Officer)



                                       21
<PAGE>

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                            Page
<S>                                                                         <C>
Index to Consolidated Financial Statements                                   F-1

Report of Independent Accountants                                            F-2

Consolidated Statement of Income for the
years ended December 31, 1999, 1998, and 1997                                F-3

Consolidated Statement of Comprehensive Income
for the years ended December 31, 1999, 1998, and 1997                        F-3

Consolidated Balance Sheet as of December 31,
1999 and 1998                                                                F-4

Consolidated Statement of Cash Flows for the
years ended December 31, 1999, 1998, and 1997                                F-5

Consolidated Statement of Changes in
Stockholders' Equity for the years ended
December 31, 1999, 1998, and 1997                                            F-6

Notes to Consolidated Financial Statements                                   F-7
</TABLE>

                                      F-1
<PAGE>

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of
Life Technologies, Inc.


In our opinion, the accompanying consolidated balance sheets and related
consolidated statements of income, comprehensive income, changes in
stockholders' equity and cash flows present fairly, in all material respects,
the consolidated financial position of Life Technologies, Inc. and subsidiaries
at December 31, 1999 and 1998, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits.  We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for the opinion expressed above.



                                        /s/ PricewaterhouseCoopers LLP
                                        ------------------------------

McLean, Virginia
January 24, 2000

                                      F-2
<PAGE>

                            Life Technologies, Inc.
                       Consolidated Statement of Income
                 (amounts in thousands, except per share data)

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------
For the years ended December 31,                                                           1999       1998       1997
=======================================================================================================================
<S>                                                                                      <C>        <C>        <C>
Revenues:
  Net sales                                                                              $407,199   $361,726   $330,967
  Net royalties                                                                             2,410      2,480      1,841
-----------------------------------------------------------------------------------------------------------------------
   Total revenues                                                                         409,609    364,206    332,808
-----------------------------------------------------------------------------------------------------------------------
Expenses:
  Cost of sales                                                                           186,667    167,862    152,547
  Marketing and administrative                                                            138,795    118,620    108,046
  Research and development                                                                 23,836     21,880     21,281
  Provision for contract settlement                                                         3,870          -          -
  Shareholder acquisition expenses                                                              -      5,335          -
-----------------------------------------------------------------------------------------------------------------------
  Total operating expenses                                                                353,168    313,697    281,874
-----------------------------------------------------------------------------------------------------------------------
Operating income                                                                           56,441     50,509     50,934
-----------------------------------------------------------------------------------------------------------------------
  Other income, net                                                                           493        606        404
-----------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                                 56,934     51,115     51,338
Income taxes                                                                               17,583     19,168     18,481
-----------------------------------------------------------------------------------------------------------------------
Income before minority interests                                                           39,351     31,947     32,857
Minority interests                                                                         (1,074)      (644)      (622)
-----------------------------------------------------------------------------------------------------------------------
Net income                                                                               $ 38,277   $ 31,303   $ 32,235
========================================================================================================================
Earnings per share:
   Basic                                                                                 $   1.53   $   1.32   $   1.39
   Diluted                                                                               $   1.53   $   1.29   $   1.35
Average shares outstanding:
   Basic                                                                                   24,954     23,687     23,171
   Diluted                                                                                 25,040     24,204     23,945
Cash dividends declared per share                                                        $    .10   $    .20   $    .18
========================================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                            Life Technologies, Inc.
                Consolidated Statement of Comprehensive Income
                            (amounts in thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
For the years ended December 31,                                                            1999     1998      1997
===================================================================================================================
<S>                                                                                      <C>       <C>      <C>
Net income                                                                               $38,277   $31,303  $32,235
Other comprehensive income (loss)
   Currency translation effects                                                           (4,082)    1,292   (8,414)
   Minimum pension liability                                                                 (11)        -        -
-------------------------------------------------------------------------------------------------------------------
Comprehensive income                                                                     $34,184   $32,595  $23,821
===================================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-3
<PAGE>

                            Life Technologies, Inc.
                          Consolidated Balance Sheet
                   (amounts in thousands, except share data)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
December 31,                                                                                 1999       1998
============================================================================================================
<S>                                                                                      <C>        <C>
ASSETS
Current assets:
  Cash and cash equivalents                                                              $ 51,489   $ 56,047
  Trade accounts receivable, net                                                           79,301     67,797
  Inventories:
    FIFO                                                                                   84,172     75,739
    LIFO reserve                                                                           (1,226)    (1,420)
------------------------------------------------------------------------------------------------------------
    Total inventory                                                                        82,946     74,319
  Prepaid and other current assets                                                         17,384     16,121
  Current deferred tax assets                                                               8,491      5,871
------------------------------------------------------------------------------------------------------------
    Total current assets                                                                  239,611    220,155
Property, plant and equipment, net                                                        128,827    107,374
Investments and other assets                                                               22,973     15,392
Excess of cost over net assets of businesses
  acquired, net                                                                            11,560     10,666
------------------------------------------------------------------------------------------------------------
    Total assets                                                                         $402,971   $353,587
============================================================================================================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Short-term debt                                                                        $    848   $  2,210
  Accounts payable                                                                         28,364     23,916
  Accrued and deferred income taxes                                                        11,145      2,755
  Accrued liabilities and expenses                                                         27,494     30,871
------------------------------------------------------------------------------------------------------------
    Total current liabilities                                                              67,851     59,752
Long-term debt                                                                              3,259          -
Pension liabilities                                                                        11,471      9,103
Deferred income taxes                                                                       6,164      5,173
Minority interests                                                                          4,131      3,451
Commitments and contingencies
Stockholders' equity:
  Preferred stock, $.01 par value, one million
    shares authorized; none issued
  Common stock, $.01 par value, 50 million
    shares authorized; issued and outstanding
    25,003,681 in 1999 and
    24,941,180 in 1998                                                                        250        249
  Additional paid-in capital                                                               96,362     94,067
  Retained earnings                                                                       223,986    188,202
  Accumulated other comprehensive income (loss)                                           (10,503)    (6,410)
------------------------------------------------------------------------------------------------------------
    Total stockholders' equity                                                            310,095    276,108
------------------------------------------------------------------------------------------------------------
    Total liabilities and stockholders' equity                                           $402,971   $353,587
============================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-4
<PAGE>

                            Life Technologies, Inc.
                     Consolidated Statement of Cash Flows
                            (amounts in thousands)

<TABLE>
<CAPTION>

---------------------------------------------------------------------------
For the years ended December 31,                 1999       1998       1997
===========================================================================
<S>                                          <C>        <C>        <C>
CASH INFLOWS (OUTFLOWS)
Operations:
  Net income                                   38,277   $ 31,303   $ 32,235
  Non-cash items:
    Depreciation                               12,645     11,383     10,126
    Amortization                                3,005      2,947      2,591
    Deferred income taxes                      (6,083)       481       (627)
    Minority interests in net income            1,074        644        622
  Changes in assets and liabilities
      net of acquisitions:
    Trade accounts receivable                 (11,767)    (8,769)    (7,461)
    Inventories                                (5,695)    (5,953)    (9,035)
    Prepaid and other current assets           (1,327)    (4,745)    (1,367)
    Accounts payable                            4,135      2,433      3,286
    Accrued income taxes                        7,270      2,548     (1,783)
    Accrued liabilities and expenses           (2,844)     8,143      2,020
    Other                                       3,548      1,697      1,003
---------------------------------------------------------------------------
  Cash provided by operating activities        42,238     42,112     31,610
---------------------------------------------------------------------------
Investments:
  Capital expenditures                        (30,667)   (25,359)   (27,300)
  Acquisitions and joint ventures             (12,682)    (1,047)      (914)
  Other                                            (5)       585       (127)
---------------------------------------------------------------------------
  Cash used in investing activities           (43,354)   (25,821)   (28,341)
---------------------------------------------------------------------------
Financing:
  Proceeds from exercise of stock options       3,258     27,051      4,052
  Dividends paid                               (3,740)    (4,711)    (3,929)
  Short-term borrowings, net                   (1,943)      (971)     1,896
  Long-term loan repayments                       381        (23)      (713)
---------------------------------------------------------------------------
  Cash provided by (used in)
    financing activities                       (2,044)    21,346      1,306
---------------------------------------------------------------------------
Effect of exchange rate changes on cash        (1,398)      (666)      (825)
---------------------------------------------------------------------------
Increase (decrease) in cash and
  cash equivalents                             (4,558)    36,971      3,750
Cash and cash equivalents at beginning
  of year                                      56,047     19,076     15,326
---------------------------------------------------------------------------
Cash and cash equivalents at end of year     $ 51,489   $ 56,047   $ 19,076
===========================================================================
Supplemental cash flow information:
  Cash paid during the year:
    Income tax, net of refunds               $ 16,330   $ 16,120   $ 20,081
    Interest expense                               72         91         70
===========================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.

                                      F-5
<PAGE>

                            Life Technologies, Inc.
           Consolidated Statement of Changes in Stockholders' Equity
                 (amounts in thousands, except per share data)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                                                                                            Accumulated
                                                                                                            Other
                                                                                               Additional   Comprehensive
                                                                      Common  Stock   Paid-in   Retained    Income
                                                                      Shares  Amount  Capital   Earnings    (Loss)           Total
----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>     <C>     <C>      <C>          <C>           <C>
Balances at
  December 31, 1996                                                   22,951    $230  $48,344    $133,633      $    712   $182,919
  Net income                                                                                       32,235                   32,235
  Dividends-$.18 per share                                                                         (4,179)                  (4,179)
  Shares issued under
    stock option and stock
    grant plans                                                          400       4    4,124                                4,128
  Tax benefit on stock
    option plans                                                                        2,035                                2,035
  Currency effects                                                                                               (8,414)    (8,414)
----------------------------------------------------------------------------------------------------------------------------------
Balances at
  December 31, 1997                                                   23,351     234   54,503     161,689        (7,702)  $208,724
  Net income                                                                                       31,303                   31,303
  Dividends-$.20 per share                                                                         (4,790)                  (4,790)
  Shares issued under
    stock option and stock
    grant plans                                                        1,590      15   28,585                               28,600
  Tax benefit on stock
    option plans                                                                       10,979                               10,979
  Currency effects                                                                                                1,292      1,292
----------------------------------------------------------------------------------------------------------------------------------
Balances at
  December 31, 1998                                                   24,941     249   94,067     188,202        (6,410)  $276,108
  Net income                                                                                       38,277                   38,277
  Dividends-$.10 per share                                                                         (2,493)                  (2,493)
  Shares issued under
    stock option and stock
    grant plans                                                           63       1    1,643                                1,644
  Tax benefit on stock
    option plans                                                                          652                                  652
  Other comprehensive income:
    Minimum pension liability                                                                                       (11)       (11)
    Currency Effects                                                                                             (4,082)    (4,082)
----------------------------------------------------------------------------------------------------------------------------------
Balances at
  December 31, 1999                                                   25,004    $250  $96,362    $223,986      $(10,503)  $310,095
==================================================================================================================================
</TABLE>

The accompanying notes are an integral part of the consolidated
financial statements.

                                      F-6
<PAGE>

                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
Basis of Consolidation and Presentation

The consolidated financial statements include the accounts of Life Technologies,
Inc. (the "Company" or "Life Technologies") and its majority owned or controlled
subsidiaries.  Intercompany accounts, transactions, and profits have been
eliminated in the consolidated financial statements. Investments in affiliated
companies (20% to 50% Life Technologies' ownership) are recorded in the
consolidated financial statements using the equity method of accounting except
in cases where the Company can effectively exercise control.  In these cases,
the accounts of the affiliate are included in the Company's consolidated
financial statements.  Certain amounts for prior years have been reclassified to
conform to, and be consistent with, the 1999 presentation.

Management has made estimates and assumptions in the preparation of these
financial statements that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods.  Actual results could differ from those estimates.

Nature of Operations

Life Technologies is a multinational firm that develops, manufactures, and sells
cell culture and cell and molecular biology products used principally in life
sciences research and commercial manufacture of genetically engineered products.
The Company's principal customers consist of laboratories generally associated
with universities, medical research centers, and government institutions as well
as biotechnology, pharmaceutical, energy, agricultural and chemical companies.

Business Acquisitions

On May 17, 1999, the Company acquired the process chromatography and research
products businesses of BioSepra Inc., in an all cash transaction of $11.6
million, including transaction costs and net of cash acquired.  Based upon the
net assets purchased and the net cash paid of $11.6 million, the Company
recorded $2.3 million of goodwill, $2.0 million of deferred tax assets
consisting of net operating loss carryforwards, net of a valuation allowance,
and $2.9 million of other intangibles.  The intangibles are being amortized over
a ten year period on a straight-line basis.

In January 1996, the Company paid $7.1 million to purchase 75% of the common
stock of Custom Primers, Inc. ("CPI"), a California-based producer of
oligonucleotides, increasing the Company's ownership to 100%.  The Company had
acquired 25% of CPI in several transactions prior to 1996 valued at $0.8
million.  Based upon the net assets purchased in January 1996 and the total cash
paid of $7.9 million, the Company recorded $7.4 million of acquisition costs in
excess of net assets acquired in 1996.  The January 1996 purchase agreement
provides for additional earn-out contingencies based on the sales of
oligonucleotides over the five year period following the date of the purchase
agreement.  For the years 1999, 1998 and 1997, the Company recorded additional
earn-outs of $1.4 million, $1.1 million and $1.0 million, respectively.  The
Company is amortizing the goodwill related to CPI on a straight-line basis over
six years.

None of the businesses acquired during the period, individually or in the
aggregate, constitute a significant subsidiary of the Company.

                                      F-7
<PAGE>

Technology Agreements

The Company has obtained rights to products and technologies under a number of
licensing agreements or patents.  Where the agreement requires the Company to
pay royalties on sales of licensed products or technologies, the Company
includes the royalty expense in cost of sales in the period of the sale. Where
the Company acquires technologies from outside sources for incorporation into
its own development efforts or products, the cost of the technology is
capitalized and amortized over the legal or expected useful life when the
technology is commercially available at the time acquired by the Company. Where
considerable development effort is required to have acquired technologies become
part of the Company's product lines, the cost of the acquired technologies is
reported as research and development expense in the period the technology is
acquired. Internal efforts to develop or patent technologies are expensed when
incurred.

The Company also licenses technology it has developed to others.  The Company
recognizes revenue on these licenses when payment is reasonably certain.
Revenues are reduced by related transaction expenses.

Earnings Per Share

Basic earnings per common share have been computed by dividing net income by the
weighted-average number of common shares outstanding during the period. Diluted
earnings per common share have been computed by dividing net income by the
weighted-average number of common shares outstanding plus an assumed increase in
common shares outstanding for dilutive securities.  Net income as reported is
available to common stockholders and is not adjusted for basic or diluted
earnings per share.  Dilutive securities consist entirely of options to acquire
common stock for a specified price and their dilutive effect is measured using
the treasury method.

The following table reconciles the weighted-average number of common shares
outstanding during each period for basic earnings per share with the comparable
amount for diluted earnings per share.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(amounts in thousands)                                      1999    1998    1997
================================================================================
<S>                                                       <C>     <C>     <C>
Weighted average shares outstanding-basic                 24,954  23,687  23,171
Stock options                                                 86     517     774
--------------------------------------------------------------------------------
Weighted average shares outstanding-diluted               25,040  24,204  23,945
================================================================================
</TABLE>

Related Party - Dexter

At December 31, 1999, Dexter Corporation ("Dexter") owned approximately 71.5% of
the outstanding shares of the Company's common stock.  Dexter acquired
approximately 22% of the outstanding shares of the Company through a tender
offer consummated on December 22, 1998.  On January 20, 2000 Dexter announced a
proposal to acquire for $49.00 per share the 28.5% of Life Technologies that it
did not then own in a merger transaction subject to acceptance by a group of
minority interest stockholders who control most of the shares not owned by
Dexter.

Most transactions with Dexter are administrative in nature (e.g., insurance) and
are not significant in amount. The Company has no significant product sales to
Dexter or its affiliates.  The Company's nine member board of directors
currently includes three executives of Dexter, two members of the Dexter board
of directors and a retired Dexter executive.

                                      F-8
<PAGE>

In 1999 the Company engaged Bain & Company ("Bain"), a consulting firm, for a
fee of $750,000 to evaluate the Company's strategic opportunities.  Dexter, the
Company's majority shareholder, engaged Bain to evaluate opportunities for
Dexter to increase its participation in the life sciences market.  Dexter
received a report from Bain that was based in part on Bain's evaluation of the
Company's strategic opportunities.  The Company's transaction with Bain was
funded solely by Company funds, although Dexter separately paid a fee to Bain
for services provided to Dexter.

The Company can borrow up to $8.0 million under a revolving line of credit from
Dexter to finance short-term working capital needs.  There have been no amounts
outstanding under this line of credit since prior to 1997.

New Accounting Pronouncements

The Financial Accounting Standards Board has issued, SFAS No. 137, Accounting
for Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133.  This statement amends SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities to be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities, requires that
every derivative instrument be recorded in the balance sheet as either an asset
or liability measured at its fair value.  The statement requires that changes in
the derivative's fair value be recognized in earnings unless specific hedge
accounting criteria are met.  The Company believes that the effect of adoption
of SFAS No. 133 will not have a material effect on the Company's financial
statements.

Cash and Cash Equivalents

Cash equivalents are highly liquid short-term investments readily convertible
into cash.  Cash equivalents consist primarily of time deposits and certificates
of deposit with various financial institutions throughout the world.  These
investments are carried at cost, which approximates market, and mature within 90
days and, therefore, are subject to minimal risk.

Trade Accounts Receivable

Trade accounts receivable are reduced by allowances of $3.2 million, $2.0
million and $1.6 million at December 31, 1999, 1998, and 1997, respectively.

                                      F-9
<PAGE>
Inventories

Inventories are valued at the lower of cost or market.  Inventories valued at
cost using the LIFO method were approximately 28% and 29% of total inventories
at December 31, 1999 and 1998, respectively.  Inventories were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(amounts in thousands)                                           1999      1998
================================================================================
<S>                                                           <C>       <C>
Materials and supplies                                        $16,519   $12,946
Work-in-process                                                14,595    11,291
Finished goods                                                 53,058    51,502
-------------------------------------------------------------------------------
Total FIFO value                                               84,172    75,739
LIFO reserve                                                   (1,226)   (1,420)
-------------------------------------------------------------------------------
Total inventory                                               $82,946   $74,319
===============================================================================
</TABLE>

Inventories were reduced by allowances, other than the LIFO reserve, of $6.1
million, $4.7 million and $3.5 million at December 31, 1999, 1998, and 1997
respectively.

Property, Plant and Equipment

Property, plant and equipment are carried at cost.  Depreciation is provided by
the straight-line method for financial reporting purposes based upon the
estimated useful lives of the assets which range from 3 to 50 years.  The cost
of assets sold or retired and the related amounts of accumulated depreciation
are eliminated from the accounts and the resulting gain or loss is included in
income.  Renewals and betterments are capitalized.  Repairs and maintenance are
charged to expense when incurred and were $5.6 million in 1999, $4.7 million in
1998 and $4.5 million in 1997.

Amounts under a capital lease included in property, plant and equipment at
December 31,1999 included $0.4 million of land and $2.9 million for a building.
Accumulated depreciation on the building as of December 31, 1999 was $0.1
million.

Interest expense is capitalized in connection with the construction of major
facilities.  Capitalized interest is recorded as part of the cost of the asset
to which it relates and is amortized over the asset's estimated useful life. The
Company capitalized $0.1 million of interest cost in 1999, $0.1 million of
interest cost in 1998 and $0.3 million of interest cost in 1997, all of which
interest related to debt associated with capital leases.

The cost and accumulated depreciation of property, plant and equipment were as
follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
(amounts in thousands)                                         1999       1998
================================================================================
<S>                                                         <C>        <C>
Land and land improvements                                  $ 14,148   $ 11,527
Buildings and leasehold improvements                          76,656     67,244
Machinery and equipment                                       84,245     75,979
Construction-in-progress                                      17,113      4,790
--------------------------------------------------------------------------------
Total cost                                                   192,162    159,540
Accumulated depreciation                                     (63,335)   (52,166)
--------------------------------------------------------------------------------
Property, plant and equipment, net                          $128,827   $107,374
================================================================================
</TABLE>

                                      F-10
<PAGE>

Leases

The Company leases buildings, automobiles and equipment under operating lease
arrangements. These leases contain various renewal options, purchase options and
escalation clauses. The total rental expense of all operating leases was $10.1
million in 1999, $8.9 million in 1998, and $6.3 million in 1997.

The future minimum rental payments required under noncancellable leases as of
December 31, 1999 were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
(amounts in thousands)                                    Operating Leases
==========================================================================
<S>                                                       <C>
For the years ending
           2000                                                $ 8,066
           2001                                                  5,473
           2002                                                  3,441
           2003                                                  1,478
           2004                                                    994
           2005 and thereafter                                   1,630
--------------------------------------------------------------------------
Total minimum lease payments                                   $21,082
==========================================================================
</TABLE>

Investments and Other Assets

Significant components of investments and other assets were as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
(amounts in thousands)                                       1999              1998
====================================================================================
<S>                                                       <C>               <C>
Pension and retirement related                            $ 4,753           $ 6,018
Software, net of amortization                               3,953             4,196
Deferred tax assets                                         9,884             3,571
Patents, net of amortization                                2,825                 -
Other                                                       1,558             1,607
------------------------------------------------------------------------------------
Investments and other assets                              $22,973           $15,392
====================================================================================
</TABLE>

Excess Acquisition Costs

The excess of costs over the net asset values of businesses acquired prior to
1992 are being amortized on a straight-line basis principally over 30 years. The
excess of costs over net asset values of businesses acquired since 1992 are
being amortized on a straight-line basis over no more than 10 years. The Company
assesses the recoverability of net cost in excess of net assets of acquired
businesses by determining whether the amortization of this intangible asset over
its remaining life can be recovered through future operating cash flows. The
Company makes a specific provision against the asset when impairment is
identified. The Company did not make an impairment charge in 1999, 1998 or 1997.
Future acquisitions will be evaluated using this method and an appropriate
useful life will be determined for amortization of the excess of costs over the
net asset value of businesses acquired, if any.

Accumulated amortization at December 31, 1999 and 1998 amounted to $13.4 million
and $10.8 million, respectively.

                                      F-11
<PAGE>

Accrued Liabilities and Expenses

Accrued liabilities and expenses were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
(amounts in thousands)                                              1999         1998
=====================================================================================
<S>                                                              <C>          <C>
Salaries, wages and benefits                                     $10,096      $11,400
Royalties                                                          4,632        5,867
Shareholder acquisition expenses                                       -        3,973
Taxes, other than income                                           2,117        1,779
Dividends payable                                                      -        1,245
Deferred purchase payments (CPI)                                   1,429        1,225
Contract settlement reserve                                        2,795            -
Other                                                              6,425        5,382
-------------------------------------------------------------------------------------
Accrued liabilities and expenses                                 $27,494      $30,871
=====================================================================================
</TABLE>

Debt

The following is a summary of the outstanding debt at December 31, 1999 and
1998.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
(amounts in thousands)                                       1999          1998
===============================================================================
<S>                                                       <C>           <C>
Short-term debt:
  Japanese Yen bank borrowings                            $   391       $ 2,210
  French Franc bank borrowings                                 17             -
  Current portion of long-term debt                           245             -
  Current portion of obligations under a capital lease        195             -
-------------------------------------------------------------------------------
Short-term debt                                           $   848       $ 2,210
===============================================================================
</TABLE>

Short-term debt consisted of notes payable to various banks denominated in
Japanese Yen and French Francs. The carrying value of short-term borrowings
approximates fair value. The average interest rate on the Japanese Yen bank
borrowings during the year was .97% in 1999 and 1.53% in 1998. The average
interest rate on the French Franc borrowings in 1999 was 5.25%. The year-end
weighted average interest rates on the Japanese Yen bank borrowings were 1.20%
in 1999 and 1.47% in 1998. The year-end weighted average interest rate on the
French bank borrowings was 5.25%.

The Company exercised an option to purchase a parcel of land previously under a
capital lease in the first quarter of 1998 for $4.6 million. The parcel of land
is used for the new corporate R&D center and administrative office facility,
including the Company's headquarters.

<TABLE>
<CAPTION>
-------------------------------------------------
(amounts in thousands)                 1999  1998
=================================================
<S>                                <C>       <C>
Long-term debt:
  Unsecured notes                   $  814      -
    (Less) current portion            (245)     -
  Capital lease obligation           2,885      -
    (Less) current portion            (195)     -
-------------------------------------------------
Long-term debt                      $3,259      -
=================================================
</TABLE>

In May of 1999, the Company acquired BioSepra, SA. At acquisition BioSepra, SA
was obligated under a French Franc denominated capital lease as well as several
long-term unsecured notes. The capital lease is used to maintain an
administration and manufacturing facility in Cergy, France. At December 31,
1999, the capital lease had a carrying value of approximately $2.9 million. The
lease is a 12-year lease with payments of approximately $0.1 million due at the
beginning of each quarter. The unsecured long-term notes have an aggregate
principal of approximately $0.8 million. The note's interest rates

                                      F-12
<PAGE>

range from 3.9% to 5.8% and have maturity dates between 2001 and 2005. The
approximate yearly payments on these notes are as follows: 2001 - $0.2 million,
2002 - $0.1 million, 2003 - $0.1 million, 2004 - $0.1 million, and 2005 - less
than $0.1 million.

Income Taxes

The differences between the U.S. federal statutory tax rate and the Company's
effective tax rate are as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                            1999      1998      1997
====================================================================================
<S>                                                     <C>        <C>       <C>
Statutory U.S. federal income tax rate                      35.0%     35.0%     35.0%
State income taxes                                           2.2       2.0       1.7
Non-U.S. tax rate differences                                0.1       (.8)      0.8
Repatriation of foreign earnings,
  net of related benefits                                   (0.3)     (1.3)     (0.7)
Non-deductible expenses                                      2.0       5.1       1.5
Tax settlements                                             (4.1)        -         -
Other, including tax credits                                (4.0)     (2.5)     (2.3)
------------------------------------------------------------------------------------
Effective income tax rate                                   30.9%     37.5%     36.0%
====================================================================================
</TABLE>

The provision (benefit) for taxes on income for 1999, 1998, and 1997 is
summarized below:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
(amounts in thousands)                                          1999      1998      1997
========================================================================================
<S>                                                          <C>       <C>       <C>
Current:
  United States                                              $13,942   $ 9,443   $ 9,540
  International                                                6,833     7,684     8,569
  State                                                        2,891     1,560       999
----------------------------------------------------------------------------------------
Total current
----------------------------------------------------------------------------------------
Deferred:
  United States                                               (5,191)      270      (497)
  International                                                   55       162       (46)
  State                                                         (947)       49       (84)
----------------------------------------------------------------------------------------
Total deferred                                                (6,083)      481      (627)
----------------------------------------------------------------------------------------
Total provision for income taxes                             $17,583   $19,168   $18,481
========================================================================================
</TABLE>

                                      F-13
<PAGE>

Deferred tax assets and liabilities were comprised of the following:

<TABLE>
<CAPTION>
------------------------------------------------------------
(amounts in thousands)                        1999     1998
============================================================
<S>                                         <C>       <C>
Deferred tax assets:
  Expenses not currently deductible         $ 6,805   $2,081
  Retirement benefits                         4,251    3,038
  Net operating loss carryforward             3,336       19
  Intercompany profits                        2,868    1,937
  Inventory reserves                          1,889    1,645
  Other                                         716      722
------------------------------------------------------------
Total deferred tax assets                    19,865    9,442
Less: valuation allowance                    (1,490)       -
------------------------------------------------------------
Net deferred tax assets                      18,375    9,442
Deferred tax liabilities:
  Fixed assets, principally depreciation      5,682    4,768
  Inventory                                     555      582
  Retirement benefits                           473      399
  Other                                           9       25
------------------------------------------------------------
Less: valuation allowance                     6,719    5,774
------------------------------------------------------------
Net deferred tax asset                      $11,656   $3,668
============================================================
</TABLE>

Management has determined that tax benefits associated with the net deferred tax
asset, other than the net operating loss ("NOL") carryforward at BioSepra, SA,
will more likely than not be realized based on the availability of taxable
income in prior carryback years against which future tax deductions may be
offset and on expectations that future operating income of the Company will be
sufficient to fully realize the net deferred tax asset. At December 31, 1999,
BioSepra, SA had an NOL carryforward totaling $3.3 million, of which $1.8
million expires at December 31, 2000 and the remainder has no expiration date.
Due to the uncertainty of the realization of the expiring NOL carryforward at
BioSepra, SA, management has established a valuation allowance in the amount of
$1.5 million.

In 1999, 1998 and 1997, income tax benefits of $0.7 million, $11.0 million and
$2.0 million, respectively, attributable to employee stock option transactions
were allocated to stockholders' equity.

U.S. and international withholding taxes have not been provided on approximately
$88.1 million of undistributed earnings of foreign subsidiaries. The Company
remits only those earnings which are considered to be in excess of the
reasonably anticipated working capital needs of the foreign subsidiaries, with
the balance considered to be permanently reinvested in the operations of such
subsidiaries. It is impractical to estimate the total tax liability, if any,
until such a distribution is made. Pretax income from international operations
amounted to $24.1 million in 1999, $27.2 million in 1998, and $26.6 million in
1997.

                                      F-14
<PAGE>

Retirement Benefits

The Company has a qualified pension plan ("defined benefit") and a 401(k) plan
("employee deferral" and "defined contribution") for substantially all United
States employees. With respect to the defined benefit, the Company's policy is
to deposit with an independent trustee amounts as are necessary on an actuarial
basis to provide for benefits in accordance with the requirements of the
Employee Retirement Income Security Act and any other applicable Federal laws
and regulations. The U.S. pension plan provides benefits that are generally
based upon the employee's highest average compensation in any consecutive five
year period in the ten years before retirement. The Company's 401(k) plan allows
employees to contribute, on a tax-deferred basis, up to fifteen percent of their
annual base compensation subject to certain regulatory and plan limitations. The
Company matches one half of the employee's 401(k) deferral up to a maximum
Company match of three percent of annual base compensation.

The Company also sponsors an unfunded, nonqualified supplementary retirement
plan for certain senior management. The Company has purchased life insurance on
the lives of participants designed to provide sufficient funds to recover all
costs of the plan. In addition to the above plans, the Company sponsors an
unfunded, nonqualified executive supplemental plan that provides for a target
benefit based upon the average annual compensation during the highest five
consecutive years of the last ten years before retirement, which benefit is then
offset by other work related benefits payable to the participant.

The retirement benefits for most employees of non-U.S. operations are generally
provided by government sponsored or insured programs and, in certain countries,
by defined benefit plans. The only significant non-U.S. defined benefit plan is
for United Kingdom employees. The Company's policy with respect to its U.K.
pension plan is to fund amounts as are necessary on an actuarial basis to
provide for benefits under the plan in accordance with local laws and income tax
regulations. The U.K. pension plan provides benefits based upon the employee's
highest average base compensation over three consecutive years.

                                      F-15
<PAGE>

The funded status of the Company's domestic pension plans and amounts recognized
at December 31, 1999, 1998, and 1997 was as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------
(amounts in thousands)                         1999       1998       1997
===========================================================================
<S>                                         <C>        <C>        <C>
Change in benefit obligation:
Benefit obligation at beginning of year     $ 33,776   $ 26,569   $ 22,821
Service cost                                   2,672      2,244      2,098
Interest cost                                  2,208      1,900      1,615
Amendments                                         -      1,567        437
Actuarial (gain)/loss                         (8,977)     2,317        295
Benefits paid                                   (638)      (692)      (535)
Expenses paid                                   (109)      (129)      (162)
--------------------------------------------------------------------------
Benefit obligation at end of year             28,932     33,776     26,569
--------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at
  beginning of year                           22,233     19,611     15,567
Actual return on plan assets                   7,683      3,032      3,058
Employer contribution                            173        411      1,683
Benefits paid                                   (638)      (692)      (535)
Expenses paid                                   (109)      (129)      (162)
--------------------------------------------------------------------------
Fair value of plan assets at end of year      29,342     22,233     19,611
--------------------------------------------------------------------------
Funded status:                                   411    (11,543)    (6,958)
Unrecognized actuarial (gain)/loss           (14,254)       401       (604)
Unrecognized prior service cost                3,086      3,544      2,295
--------------------------------------------------------------------------
Net amount recognized                       $(10,757)  $( 7,598)  $( 5,267)
==========================================================================
Amounts recognized in the statement
of financial position consist of:
Accrued benefit liability                    (11,617)    (9,265)    (5,772)
Intangible asset                                 849      1,667        505
Accumulated other comprehensive income            11          -          -
--------------------------------------------------------------------------
Net amount recognized                       $(10,757)  $( 7,598)  $( 5,267)
==========================================================================
</TABLE>

The weighted average assumptions used in accounting for the domestic pension
plans in 1999, 1998, and 1997 was as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------
                                  1999     1998     1997
========================================================
<S>                               <C>      <C>      <C>
Discount rate                     8.00%    6.75%    7.00%
Expected return on plan assets    9.00%    9.00%    9.00%
Rate of compensation increase     4.83%    4.83%    4.83%
========================================================
</TABLE>

The discount rate is the estimated rate at which the obligation for pension
benefits could effectively be settled. The expected return on plan assets
reflects the average rate of earnings that the Company estimates will be
generated on the assets of the plans. The rate of compensation increase reflects
the Company's best estimate of the future compensation levels of the individual
employees covered by the plans.

                                      F-16
<PAGE>

The components of net periodic pension cost for the Company's domestic pension
plans for the years 1999, 1998, and 1997 are provided in the following table:

<TABLE>
<CAPTION>
-----------------------------------------------------------------
(amounts in thousands)               1999       1998        1997
=================================================================
<S>                               <C>        <C>         <C>
Service cost                      $ 2,672    $ 2,244     $ 2,098
Interest cost                       2,208      1,900       1,615
Expected return on plan assets     (1,978)    (1,743)     (1,375)
Amortization of:
  Prior service cost                  459        318         270
  Actuarial (gain)/loss               (27)        23         108
-----------------------------------------------------------------
Net periodic pension cost         $ 3,334    $ 2,742     $ 2,716
=================================================================
</TABLE>

The funded status of the Company's U.K. pension plan and amounts recognized at
December 31, 1999, 1998, and 1997 were as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
(amounts in thousands)                             1999      1998      1997
============================================================================
<S>                                             <C>       <C>       <C>
Change in benefit obligation:
Benefit obligation at beginning of year         $12,664   $ 9,026   $ 5,777
Service cost                                        976       513       319
Interest cost                                       789       682       504
Plan participants' contributions                    320       160       154
Amendments                                            -         -        (9)
Actuarial (gain)/loss                              (323)    2,270     2,527
Benefits paid                                      (150)     (110)      (12)
Foreign currency exchange rate changes             (369)      123      (234)
----------------------------------------------------------------------------
Benefit obligation at end of year                13,907    12,664     9,026
----------------------------------------------------------------------------
Change in plan assets:
Fair value of plan assets at
  beginning of year                               8,831     7,217     6,147
Actual return on plan assets                        751     1,000       724
Employer contribution                               942       471       453
Plan participants' contributions                    320       160       154
Benefits paid                                      (150)     (110)      (12)
Foreign currency exchange rate changes             (258)       93      (249)
----------------------------------------------------------------------------
Fair value of plan assets at end of year         10,436     8,831     7,217
----------------------------------------------------------------------------
Funded status:                                   (3,471)   (3,833)   (1,809)
Unrecognized actuarial loss                       4,037     4,749     2,943
Unrecognized portion of net obligation
  at transition                                    (256)      654      (307)
Unrecognized prior service cost                     587      (287)      697
Fourth quarter contribution                           -       293       112
----------------------------------------------------------------------------
Net amount recognized                           $   897   $ 1,576   $ 1,636
============================================================================
Amounts recognized in the statement
of financial position consist of:
Prepaid benefit cost                                897     1,576     1,636
----------------------------------------------------------------------------
Net amount recognized                           $   897   $ 1,576   $ 1,636
============================================================================
</TABLE>

                                      F-17
<PAGE>

The weighted average assumptions used in accounting for the U.K. pension plan in
1999, 1998, and 1997 were as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------
                                     1999     1998     1997
============================================================
<S>                                  <C>      <C>      <C>
Discount rate                        6.50%    6.00%    7.50%
Expected return on plan assets       8.00%    8.00%    8.00%
------------------------------------------------------------
Rate of compensation increase        5.00%    5.00%    6.00%
============================================================
</TABLE>

The components of net periodic pension costs for the Company's U.K. pension plan
for the years 1999, 1998, and 1997 are provided in the following table:

<TABLE>
<CAPTION>
--------------------------------------------------------------
(amounts in thousands)               1999      1998      1997
==============================================================
<S>                                <C>        <C>       <C>
Service cost                       $  976     $ 513     $ 319
Interest cost                         789       682       504
Expected return on plan assets       (708)     (592)     (487)
Amortization of:
  Transition obligation               (23)      (23)      (23)
  Prior service cost                   49        50        50
  Actuarial loss                      209       119        31
--------------------------------------------------------------
Net periodic pension cost          $1,292     $ 749     $ 394
==============================================================
</TABLE>

The projected benefit obligations, accumulated benefit obligations and fair
value of plan assets for the pension plans with accumulated benefit obligations
in excess of plan assets were as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------
(amounts in thousands)                1999      1998      1997
===============================================================
<S>                                  <C>       <C>       <C>
Projected benefit obligation         $3,974    $4,466    $2,418
Accumulated benefit obligation       $3,321    $3,512    $2,034
---------------------------------------------------------------
Fair value of plan assets                 -         -         -
===============================================================
</TABLE>

The Company's match to the 401(k) plan totaled $1.3 million, $1.1 million and
$1.1 million in 1999, 1998, and 1997, respectively.  The Company's contribution
to its remaining plans totaled $0.3 million, $0.3 million and $0.6 million in
1999, 1998, and 1997, respectively.

Contingencies

In September 1999, the Company submitted a report in connection with a voluntary
disclosure to the Department of Veterans Affairs ("VA") regarding matters
involving the management of the Company's Federal Supply Schedule contract with
the VA that has been in effect since April 1992. As part of the disclosure the
Company offered to provide a refund to the government in the amount of $3.9
million. The Company expensed this amount in September 1999. The Company has
made a cash payment of $1.1 million to the VA and had an accrued liability of
$2.8 million at December 31, 1999 related to this matter. There can be no
assurance that the government will agree with the Company's assessment of this
matter or accept the Company's offered refund amount. Consequently, it is
possible the final resolution of this matter could materially differ from the
Company's proposal and could have a material adverse effect on the Company's
consolidated financial position, operating results or cash flows when resolved
in a future reporting period.

Apart from the matter above, the Company is subject to other potential
liabilities under government regulations and various claims and legal actions
which are pending or may be asserted. These matters have arisen in the ordinary
course and conduct of the Company's business and some are expected to be
covered, at least partly, by insurance. Estimated amounts for claims that are
probable and can be reasonably estimated are reflected as liabilities of the
Company. The ultimate resolution of these matters is subject to many

                                      F-18
<PAGE>

uncertainties. It is reasonably possible that some of the matters which are
pending or may be asserted could be decided unfavorably to the Company. Although
the amount of liability at December 31, 1999 with respect to these matters can
not be ascertained with certainty, the Company believes that any resulting
liability should not materially affect the Company's consolidated financial
statements.

Currency Effects

The financial statements of the Company's non-U.S. operations are translated to
U.S. dollars for consolidation using exchange rates at period end for assets and
liabilities and average exchange rates during each reporting period for results
of operations. Net exchange gains or losses resulting from the translation of
foreign financial statements, the effect of exchange rate changes on
intercompany transactions of a long-term investment nature, and net exchange
rate gains and losses on foreign currency transactions that are designated as,
and are effective as, economic hedges of the net investment in a foreign entity
are recorded as a separate component of stockholder's equity. These adjustments
will affect net income only upon sale or liquidation of the underlying non-U.S.
investment.

Many of the Company's reporting entities conduct a portion of their business in
currencies other than the entity's functional currency. These transactions give
rise to receivables or payables that are denominated in currencies other than
the entity's functional currency. Changes in the exchange rates between the
functional currency and the currency in which the transaction is denominated
result in currency transaction gains and losses that are included in the
determination of income. Currency exchange gains and losses realized on business
transactions were $1.4 million of net losses in 1999, $0.3 million of net gains
in 1998, and $1.0 million of net losses in 1997. In addition to the net losses
on business transactions above, operating income in 1999 was reduced by $1.0
million related to devaluation in cash held in non-functional currencies in the
Company's U.K. subsidiary.

The Company utilizes forward exchange contracts to hedge non-local currency
transactions and commitments. Gains and losses on forward exchange contracts
that hedge specific currency commitments are deferred and recognized in income
in the same period as the hedged transaction. Gains and losses on forward
contracts that do not hedge an identifiable currency commitment are included in
income as the gain or loss arises.

The market risk associated with forward exchange contracts is caused by
fluctuations in exchange rates subsequent to entering into the forward exchange
contracts. Forward exchange contracts outstanding at year-end 1999 were short-
term in nature and related to non-local currency transactions of the Company's
Japanese and U.S. operations. The equivalent U.S. dollar purchase amounts of all
forward contracts outstanding were $4.2 million, $3.1 million, and $2.9 million
as of December 31, 1999, 1998, and 1997, respectively. The equivalent U.S.
dollar sale amount of all forward contracts outstanding was $18.5 million as of
December 31, 1999. There were no sale amounts outstanding as of December 31,
1998 and 1997. Deferred unrealized gains and losses at December 31, 1999, 1998
and 1997 were not significant.

                                      F-19
<PAGE>

Stock Incentive Plans

In 1997, the Company established a Long-term Incentive Plan for certain key
management and other personnel. The Company's 1997 Long-term Incentive Plan
provides that up to 1,000,000 shares of common stock may be awarded through
various stock and stock related awards. For options awarded under the Plan, the
option price cannot be less than 100 percent of the fair market value of common
stock at the time the option is granted. Through December 31, 1999 the Company
has granted 983,255 stock options under this Plan, net of forfeitures.

In 1996, the Company established a Non-Employee Directors' Annual Retainer Stock
Plan enabling members of the Board of Directors who are not officers or
employees of the Company to receive common stock in lieu of all or a portion of
the annual cash retainer fee and to receive an automatic annual amount of 300
shares of common stock for services rendered. The plan provides that up to
112,500 shares may be granted based on the fair market value of the common stock
at the date of issue. There have been 6,035 shares granted through December 31,
1999 under this plan. The plan was frozen, effective as of February 2, 1999.
Consequently, there will be no future grants under this plan.

In 1996, the Company established a Non-Employee Directors' Stock Option Plan
that provides for each of the Company's non-employee directors to receive an
automatic, annual option to purchase 6,750 shares of common stock. The plan
provides that up to 750,000 shares may be granted based on the fair market value
of the common stock at the annual grant date. There have been 121,500 stock
options granted through December 31, 1999 under this plan. The plan was frozen,
effective as of February 2, 1999. Consequently, there will be no future grants
under this plan.

All other stock option plans have been frozen and no further grants under the
frozen plans can be made. These plans are listed under "Former Plans No Longer
Granting Options."

Most options become exercisable on a cumulative basis over a three year period
of service and are generally exercisable for a period not exceeding ten years
from the date of grant. At December 31, 1999 there were 16,745 shares of common
stock available for future grant under the 1997 stock option plan.

                                      F-20
<PAGE>

The options outstanding and transactions under the stock option plans were as
follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
                                       1997         1996       Former Plans
                                    Long-term   Non-Employee     No Longer
                                    Incentive    Directors'      Granting
                                       Plan         Plan          Options
============================================================================
<S>                                 <C>         <C>            <C>
Options outstanding at
  December 31, 1996                                   40,500      2,055,281
  Granted at average price
    of $34.26 per share               524,000         33,750
  Expired or canceled at average
    price of $21.10 per share                         (4,500)        (6,241)
  Exercised at average price
    of $10.96 per share                               (2,250)      (413,186)
----------------------------------------------------------------------------
Options outstanding at
  December 31, 1997                   524,000         67,500      1,635,854
  Granted at average price
    of $35.56 per share                16,000         47,250
  Expired or canceled at average
    price of $27.45 per share         (30,916)        (6,750)       (39,729)
  Exercised at average price
    of $18.00 per share              (148,557)       (27,000)    (1,418,493)
----------------------------------------------------------------------------
Options outstanding at
  December 31, 1998                   360,527         81,000        177,632
  Granted at average price
    of $36.73 per share               484,000
  Expired or canceled at average
    price of $31.45 per share          (9,829)       (33,750)        (1,831)
  Exercised at average price
    of $26.31 per share               (16,046)                      (46,455)
----------------------------------------------------------------------------
Options outstanding at
  December 31, 1999                   818,652         47,250        129,346
============================================================================
Price range:
  Minimum                           $   34.41       $  22.88    $      4.83
  Maximum                           $   38.19       $  38.28    $     25.00
Weighted average price              $   34.53       $  30.86    $     23.86
============================================================================
Exercisable                           167,461         22,500        129,346
============================================================================
</TABLE>

                                      F-21
<PAGE>

Information with respect to stock options outstanding at December 31, 1999 is as
follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
                                  Weighted
                                   Average    Weighted               Weighted
                     Number of    Remaining   Average    Number of   Average
                      Options    Contractual  Exercise    Options    Exercise
Price Range         Outstanding     Life       Price    Exercisable   Price
==============================================================================
<S>                 <C>          <C>          <C>       <C>          <C>

$12.25 to $22.88         24,300          5.7    $18.32       24,300    $18.32
$25.00 to $25.00        111,796          6.8    $25.00      111,796    $25.00
$31.88 to $33.25         27,000          8.5    $32.91       11,250    $32.70
$34.41 to $34.41        323,552          7.8    $34.41      162,127    $34.41
$36.72 to $36.72        465,600          9.1    $36.72            -         -
$37.00 to $38.28         43,000          8.7    $37.83        9,834    $38.21
------------------------------------------------------------------------------
$12.25 to $38.28        995,248          8.3    $34.15      319,307    $29.95
==============================================================================
</TABLE>

The Company has elected the disclosure-only presentation of SFAS No. 123,
Accounting for Stock-Based Compensation, and consequently, makes no charge
against income in the financial statements with respect to options granted at
fair market value. To measure stock-based compensation in accordance with SFAS
No. 123, the fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model. The following table sets forth the
assumptions used and the pro forma net income and earnings per share resulting
from applying SFAS No. 123.

<TABLE>
<CAPTION>
------------------------------------------------------------------------
                                               1999      1998      1997
<S>                                          <C>       <C>       <C>
========================================================================
Net income (amounts in thousands)
   As reported                               $38,277   $31,303   $32,235
   Pro forma                                 $35,499   $28,784   $30,501

Basic earnings per share (in dollars)
   As reported                               $  1.53   $  1.32   $  1.39
   Pro forma                                 $  1.42   $  1.22   $  1.32

Diluted earnings per share (in dollars)
   As reported                               $  1.53   $  1.29   $  1.35
   Pro forma                                 $  1.42   $  1.19   $  1.27

Average Shares Outstanding (in thousands)
   Actual                                     24,954    23,687    23,171
   Assuming Dilution                          25,040    24,204    23,945

Risk-free interest rate                          6.2%      4.6%      5.8%
Dividend yield                                   0.2%      0.5%      0.5%
Expected life in years                           3.0       3.4       5.0
Volatility                                        27%       28%       29%
Weighted average remaining contractual
    life in years                                8.3       8.5       7.0
Weighted average fair value at date
    of grant(in dollars)                     $ 10.13   $  9.82   $ 11.93
========================================================================
</TABLE>

                                      F-22
<PAGE>

Quarterly Financial Information
(amounts in thousands, except per share data)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
(quarterly amounts are unaudited)     First   Second    Third     Fourth     Year
====================================================================================
<S>                                  <C>      <C>      <C>       <C>       <C>
1999:
Net sales                            $99,537  $99,814  $101,798  $106,050  $407,199
Net royalties                            447      497       509       957     2,410
Cost of sales                         44,283   45,187    46,472    50,725   186,667
Provision for contract settlement          -        -     3,870         -     3,870
Operating income                      17,290   14,891    10,957    13,303    56,441
Net income                            10,492    9,756     9,412     8,617    38,277
Basic earnings per share             $   .42  $   .39  $    .38  $    .35  $   1.53
Diluted earnings per share           $   .42  $   .39  $    .38  $    .34  $   1.53
Shares outstanding
  Basic                               24,944   24,947    24,918    24,976    24,954
  Stock options                           70       69        93       122        86
  Diluted                             25,014   25,016    25,041    25,098    25,040
Market price per share:
  High                               $40 3/4  $38 1/2  $     41  $     43  $     43
  Low                                $    34  $34 1/2  $ 36 1/8  $     38  $     34
====================================================================================
1998:
Net sales                            $88,355  $91,544  $ 89,084  $ 92,743  $361,726
Net royalties                            437      689       518       836     2,480
Cost of sales                         41,076   42,701    40,833    43,252   167,862
Shareholder acquisition expenses           -        -       310     5,025     5,335
Operating income                      13,489   14,675    13,319     9,026    50,509
Net income                             8,625    9,447     8,754     4,477    31,303
Basic earnings per share             $   .37  $   .40  $    .37  $    .18  $   1.32
Diluted earnings per share           $   .36  $   .39  $    .36  $    .18  $   1.29
Shares outstanding
  Basic                               23,447   23,575    23,668    24,050    23,687
  Stock options                          582      547       541       401       517
  Diluted                             24,029   24,122    24,209    24,451    24,204
Market price per share:
  High                               $38 1/2  $39 1/2  $ 39 3/8  $     40  $     40
  Low                                $    30  $30 3/4  $ 30 1/2  $ 29 3/8  $ 29 3/8
====================================================================================
</TABLE>

                                      F-23
<PAGE>

Segment Reporting and Related Information

Operating segments are components of an enterprise about which separate
financial information is available that is evaluated regularly by the chief
operating decision maker, or decision making group, in deciding how to allocate
resources and in assessing performance. Life Technologies is managed in a
matrixed fashion with some organizational units focused on delivering the
Company's product and service offerings to customers. These organizational units
have been established primarily by geography. Other organizational units are
focused on developing and managing various components of the product and service
offerings. While the chief operating decision maker reviews financial
information with respect to all of these organization units, the units based on
geography are most routinely reviewed by the chief operating decision maker in
terms of assessing performance with respect to revenues and related expenses.

The Company has four operating segments. The Americas Research segment serves
universities, medical research centers, government institutions and other
related "not-for-profit" research institutions in the United States as well as
all customers in Canada, Mexico, and Latin and South America. The U.S.
Bioindustrial segment delivers products and services to biotechnology,
pharmaceutical, chemical and related "for-profit" companies in the United
States. The European segment serves customers in Europe, Africa and the Middle
East. The Asia Pacific segment serves customers in Asia, including Japan,
Australasia, China and India. All four of the operating segments offer
essentially the same products and services.

The accounting policies of the operating segments are the same as those
described earlier in the notes to the consolidated financial statements.
Intercompany transactions between geographic areas are eliminated prior to
reporting operating segment financial information to the chief operating
decision maker. All profit related to intercompany transactions between
geographic areas is reported in the operating segment in which the sale to the
Company's trade customer occurs. Expenses related to developing and managing the
Company's product and service offerings, as well as some expenses managed
globally or not related to operating segments, are not included in operating
segment results. Operating segment identifiable assets are primarily inventories
and receivables. Long-lived assets are principally related to manufacturing or
developing products and services and are not allocated to operating segments.

                                      F-24
<PAGE>
Operating segment revenues for the years ended December 31, 1999, 1998, and 1997
were as follows:

<TABLE>
<CAPTION>
------------------------------------------------------------
(amounts in thousands)            1999      1998      1997
============================================================
<S>                             <C>       <C>       <C>
Americas Research               $139,619  $129,428  $118,095
U.S. Bioindustrial                84,289    71,634    61,335
Europe                           128,987   116,996   105,682
Asia Pacific                      54,304    43,915    45,756
Other, principally royalties       2,410     2,233     1,940
------------------------------------------------------------
Total revenues                  $409,609  $364,206  $332,808
============================================================
</TABLE>

Operating segment profit and a reconciliation to reported operating income for
the years ended December 31, 1999, 1998, and 1997 were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------
(amounts in thousands)                1999       1998       1997
===================================================================
<S>                                 <C>        <C>        <C>
Americas Research                   $ 45,120     43,012     42,035
U.S. Bioindustrial                    31,293     26,163     20,790
Europe                                30,397     29,607     29,045
Asia Pacific                          12,520     10,371     11,041
Research and development             (23,836)   (21,880)   (21,281)
Other non-segment expenses           (39,053)   (31,429)   (30,696)
Shareholder acquisition expenses           -     (5,335)         -
-------------------------------------------------------------------
Operating income                    $ 56,441   $ 50,509   $ 50,934
===================================================================
</TABLE>

Identifiable operating segment assets and a reconciliation to total assets as of
December 31, 1999, 1998, and 1997 were as follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------
(amounts in thousands)                1999      1998      1997
================================================================
<S>                                 <C>       <C>       <C>
Americas Research                   $ 52,957  $ 48,544  $ 45,088
U.S. Bioindustrial                    33,555    28,136    23,761
Europe                                56,151    50,351    39,856
Asia Pacific                          30,681    24,866    21,939
Property, plant & equipment, net     128,827   107,374   100,098
Other long-lived assets               34,533    26,057    24,718
Cash and cash equivalents             51,489    56,047    19,076
Other, principally tax-related        14,778    12,212     7,059
----------------------------------------------------------------
Total assets                        $402,971  $353,587  $281,595
================================================================
</TABLE>

Life Technologies offers numerous products, services and technologies that can
be characterized broadly into two categories: cell culture and cell and
molecular biology. Cell culture products and services are used to grow cells
under laboratory conditions and for the commercial manufacture of
pharmaceuticals and other life sciences products. Cell culture products include
cell and tissue culture media, reagents, fetal bovine ("FBS") and other animal
sera, growth and attachment factors, and plasticware. Cell and molecular biology
products, services and technologies are used to identify, isolate, and
manipulate the metabolic processes and genetic material of living organisms.
Cell and molecular biology products include enzymes, nucleic acids, lipids,
competent cells, custom oligonucleotides, and related products.

                                      F-25
<PAGE>

The major product line components of revenues for 1999, 1998, and 1997 compare
as follows:

<TABLE>
<CAPTION>
==========================================================
(amounts in thousands)          1999      1998      1997
----------------------------------------------------------
<S>                           <C>       <C>       <C>
Cell culture                  $201,597  $182,411  $173,643
Cell and molecular biology     208,012   181,795   159,165
----------------------------------------------------------
Total revenues                $409,609  $364,206  $332,808
==========================================================
</TABLE>

Sales of FBS accounted for 11% of net sales in 1999, 12% of net sales in 1998
and 13% of net sales in 1997.  Historically, the availability and price of FBS
have been volatile and periodically have had a significant effect on the
Company's results.

The Company earns revenues from customers in many countries.  Other than the
United States, the Company's country of domicile, there is no individual country
in which revenues from external customers represent 10% or more of the Company's
consolidated revenues.  Revenues attributed to customers based in the United
States, as well as revenues from customers in all other countries combined, were
as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------
(amounts in thousands)                  1999       1998       1997
=====================================================================
<S>                                   <C>         <C>        <C>
United States                         $205,424    $181,765   $161,863
All other countries                    204,185     182,441    170,945
---------------------------------------------------------------------
Total revenues                        $409,609    $364,206   $332,808
=====================================================================
</TABLE>

Long-lived assets by geographic area as of December 31, 1999, 1998, and 1997
were as follows:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------
(amounts in thousands)                     1999        1998        1997
=========================================================================
<S>                                      <C>         <C>         <C>
United States                            $118,164    $104,598    $ 98,394
United Kingdom                             19,353      16,736      15,841
All other                                  15,960       8,526       7,806
-------------------------------------------------------------------------
Total long-lived assets                  $153,477    $129,860    $122,041
=========================================================================
</TABLE>

                                      F-26
<PAGE>

                               INDEX TO EXHIBITS                         Page#
                               -----------------


3(A)   Certificate of Incorporation of the Registrant, including
       Amendment to Certificate of Incorporation dated April 17, 1987
       and Amendment to Certificate of Incorporation dated April 14,
       1998, previously filed as Exhibit 3(A) to the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended June 30,
       1998, SEC file no. 0-14991, which is incorporated herein by
       reference.

3(B)   By-laws of the Registrant as amended and restated.                 E- 1

10(A)  1984 Stock Option Plan, previously filed as Exhibit 4.1 to
       the Registrant's Registration Statement on Form S-8, No.
       33-21807, dated May 12, 1988, SEC file no. 0-14991, which
       is incorporated herein by reference.

10(B)  Executive Supplemental Retirement Plan as amended October          E-24
       20, 1999.

10(C)  Executive Deferred Compensation Benefit Plan, previously
       filed as Exhibit 10.8 to the Registrant's Registration
       Statement on Form S-1, No. 33-7993, dated October 1, 1986,
       which is incorporated herein by reference.

10(D)  Change-in-Control Agreement dated February 13, 1997, between
       the Registrant and Dr. J. Stark Thompson regarding certain
       severance benefits in the event of termination of employment
       following a change of control, as defined in the agreement,
       previously filed as Exhibit 10.2 to the Registrant's Quarterly
       Report on Form 10-Q for the quarter ended March 31, 1997, SEC
       file no. 0-14991, which is incorporated herein by reference.

10(E)  Change-in-Control Agreement dated March 9, 2000, between the       E-41
       Registrant and Derek E. Woods regarding certain severance
       benefits in the event of termination of employment following a
       change of control, as defined in the agreement.

10(F)  Change-in-Control Agreement dated February 13, 1997, between
       the Registrant and Thomas M. Coutts regarding certain severance
       benefits in the event of termination of employment following a
       change of control, as defined in the agreement, previously filed
       as Exhibit 10.1 to the  Registrant's Quarterly Report on Form
       10-Q for the quarter ended March 31, 1997, SEC file no. 0-14991,
       which is incorporated herein by reference.

10(G)  Change-in-Control Agreement dated March 9, 2000, between the       E-57
       Registrant and John V. Cooper regarding certain severance
       benefits in the event of termination of employment following a
       change of control, as defined in the agreement.
<PAGE>

10(H)  Change-in-Control Agreement dated February 13, 1997, between
       the Registrant and Brian D. Graves regarding certain severance
       benefits in the event of termination of employment following a
       change of control, as defined in the agreement, previously filed
       as Exhibit 10(H) to the Registrant's Annual Report on Form 10-K
       for the year ended December 31, 1998, SEC file no. 0-14991,
       which is incorporated herein by reference.

10(I)  Form of Employment Agreement effective February 13, 1997,
       between the Registrant and certain executive officers of the
       Registrant regarding certain severance benefits in the event
       of termination of employment following a change in control, as
       defined in the agreement, previously filed as Exhibit 10.6 to
       the Registrant's Quarterly Report on Form 10-Q for the quarter
       ended March 31, 1997, SEC file no. 0-14991, which is
       incorporated herein by reference.

10(J)  1991 Stock Option Plan, previously filed as Exhibit 4 to the
       Registrant's Registration Statement on Form S-8 No. 33-956,
       dated May 9, 1991, which is incorporated herein by reference.

10(K)  1995 Long-term Incentive Plan, previously filed as Exhibit 4
       to the Registrant's Registration Statement on Form S-8 No.
       33-59741, dated June 1, 1995, which is incorporated herein
       by reference.

10(L)  1996 Non-Employee Directors' Stock Option Plan, previously
       filed as Exhibit 4(b) to the Registrant's Registration
       Statement on Form S-8 No. 333-03773, dated May 15, 1996, which
       is incorporated herein by reference.

10(M)  1996 Non-Employee Directors' Annual Retainer Stock Plan,
       previously filed as Exhibit 4(a) to the Registrant's
       Registration Statement on Form S-8  No. 333-03773, dated May
       15, 1996, which is incorporated herein by reference.

10(N)  1997 Long-term Incentive Plan, previously filed as Exhibit 4
       to the Registrant's Registration Statement on Form S-8 No.
       333-28607, dated June 6, 1997, which is incorporated herein by
       reference.

10(O)  Form of Indemnity Agreement between Registrant and Directors,
       previously filed as Exhibit 10(O) to the Registrant's Annual
       Report on Form 10-K for the year ended December 31, 1998, SEC
       file no. 0-14991, which is incorporated herein by reference.
<PAGE>

10(P)  Form of Indemnity Agreement between Registrant and Executive
       Officers, previously filed as Exhibit 10(P) to the Registrant's
       Annual Report on Form 10-K for the year ended December 31, 1998,
       SEC file no. 0-14991, which is incorporated herein by reference.

21     Subsidiaries of the Registrant.                                     E-73

23     Consent of Independent Accountants.                                 E-74

27     Financial Data Schedule.                                            E-75